Pinnacle Entertainment Inc. – ‘10-K/A’ for 12/31/99

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Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Form 10-K/A Annual Report                             58    402K 
 3: EX-10.38    Lease and Agmt. by Hollywood Park & Century          116    429K 
 2: EX-10.7     Amended and Restated Lease                            27    152K 
 4: EX-23.1     Consent of Arthur Andersen LLP                         1      7K 

10-K/A   —   Form 10-K/A Annual Report
Document Table of Contents

10-K/A
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Securities and Exchange Commission  
Washington, D.C. 20549  

Form 10-K/A 

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 

For the fiscal year ended December 31, 1999 

Commission file number 0-106-619  

Pinnacle entertainment, Inc.  
(Formerly Hollywood Park, Inc.) 
(Exact Name of Registrant as Specified in Its Charter)  

Delaware  
(State or Other Jurisdiction of 
Incorporation or Organization)  

95-3667491  
(IRS Employer Identification No.) 

330 North Brand Boulevard, Suite 1100, Glendale, California 91203 
(Address of Principal Executive Offices)           (Zip Code) 

(818) 662-5900  
(Registrant's Telephone Number, Including Area Code)  

Securities registered pursuant to Section 12(b) of the Act: 

Pinnacle entertainment, Inc.  
Common Stock, $.10 par value  

New York Stock Exchange 

Securities registered pursuant to Section 12(g) of the Act: None  

Indicate by check mark whether registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during   
the preceding 12 months, and (2) has been subject to such filing requirements   
for the past 90 days. YES [X] NO [_]                                            

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]                                                                  

The aggregate market value of the voting stock held by non-affiliates (therefore
excludes officers, directors and beneficial owners of 10% or more) of the       
registrant at March 24, 2000, was $394,681,400 based on a closing price of      
$20.00 per common share. This determination of affiliate status is not          
necessarily a conclusive determination for other purposes.                      

The number of outstanding shares of the registrant's common stock, as of the    
close of business on March 24, 2000: 26,271,678.                                

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PINNACLE ENTERTAINMENT, INC.  
Table of Contents 

                                                        [Enlarge/Download Table]
                                                                                                   
Introduction to Annual Report on Form 10-K/A...................................................  1 

                                                Part II                                            

Item 6.  Selected Financial Data...............................................................  2 
Item 7.  Management's Discussion and Analysis of Financial                                         
                 Condition and Results of Operations...........................................  4 
                    Forward-Looking Statements and Risk Factors................................  4 
                    Factors Affecting Future Operating Results.................................  4 
                    Results of Operations......................................................  7 
                    Liquidity, Capital Resources and Other Factors Influencing Future Results.. 10 
Item 8.  Financial Statements and Supplementary Data........................................... 12 

                                                Part IV                                            

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...................... 41 
Signatures..................................................................................... 49 

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Introduction to Form 10-K/A 

In August 2000, Pinnacle Entertainment, Inc. (the "Company" or "Pinnacle        
Entertainment") mailed its definitive proxy material for its 2000 annual        
stockholders meeting (which proxy material includes a proposal to approve and   
adopt the Agreement and Plan of Merger, dated as of April 17, 2000, as amended  
by the letter agreement dated as of August 22, 2000 (as amended, the "Merger    
Agreement"), by and among the Company, PH Casino Resorts, Inc. and Pinnacle     
Acquisition Corporation). In connection with the preparation and revision of the
proxy statement, the Company added, or made modifications to, certain           
information (specifically, the financial statements and the notes thereto, the  
selected financial data table and management's discussion and analysis of       
financial condition and results of operations) included in the Company's Annual 
Report on Form 10-K for the fiscal year ended December 31, 1999 previously filed
with the Securities and Exchange Commission (the "SEC"). None of the additions  
or modifications altered the financial condition or results of operations of the
Company for the periods in question. Consequently, the Company hereby amends its
Annual Report on Form 10-K for the fiscal year ended December 31, 1999          
previously filed with the SEC to add and/or modify certain information in Items 
6, 7, 8 and 14.                                                                 

Updated information regarding recent developments, including information with   
respect to the Merger Agreement and the condition therein related to the opening
of the Company's Belterra Casino Resort, is included in the Company's proxy     
statement and other filings with the SEC and in press releases issued by the    
Company.                                                                        

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Part II 

Item 6. Selected Financial Data.                                                
-------------------------------                                                 

The following selected financial information for the years 1995 through 1999 was
derived from the consolidated financial statements of the Company.  The         
Hollywood Park Race Track and Hollywood Park-Casino were disposed of in         
September 1999.  The Company leased the Hollywood Park-Casino back from the     
Churchill Downs California Company ("Churchill Downs"), a wholly owned          
subsidiary of Churchill Downs Incorporated, and immediately subleased the       
facility to an unaffiliated third party (see Note 3 to the Notes to Consolidated
Financial Statements).  Casino Magic was acquired on October 15, 1998 and       
Boomtown was acquired on June 30, 1997, with both acquisitions accounted for    
under the purchase method of accounting for a business combination, and         
therefore Casino Magic's and Boomtown's financial results were not included in  
periods prior to their respective acquisitions.  The Crystal Park Casino began  
operations on October 25, 1996, under a lease with an unaffiliated third party. 
As of March 31, 1996, Sunflower Racing, Inc.'s (a horse and greyhound racing    
facility in Kansas) results of operations were no longer consolidated with the  
Company's due to Sunflower Racing, Inc.'s May 17, 1996, filing for              
reorganization under Chapter 11 of the Bankruptcy Code.  The information set    
forth below should be read in conjunction with "Management's Discussion and     
Analysis of Financial Condition and Results of Operations", the financial       
statements and related notes thereto.                                           

Included in the table is a presentation of earnings before interest, taxes,     
depreciation, amortization and other non-recurring items ("EBITDA").  EBITDA is 
not a measure of financial performance under generally accepted accounting      
principles ("GAAP"), but is used by some investors to determine a company's     
ability to service or incur indebtedness.  EBITDA is not calculated in the same 
manner by all entities and accordingly, may not be an appropriate measure for   
performance.  EBITDA should not be considered in isolation from, or as a        
substitute for, net income (loss), cash flows from operations or cash flow data 
prepared in accordance with GAAP.  EBITDA is calculated by adding income taxes, 
minority interests, net interest expense, depreciation and amortization and     
other non-recurring items to net income (loss).  Other non-recurring items      
include: a) the gain (loss) on disposition of assets incurred in the years ended
December 31, 1999, 1998 and 1996, b) the impairment write-down of the Hollywood 
Park-Casino in the year ended December 31, 1999, c) the pre-opening expenses for
Belterra Casino Resort incurred in the years ended December 31, 1999 and 1998,  
d) the REIT restructuring expenses incurred in the years ended December 31, 1998
and 1997, and e) the lawsuit settlement incurred in the year ended December 31, 
1995.                                                                           

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Pinnacle Entertainment, Inc.  
Selected Financial Data 

                                                        [Enlarge/Download Table]

                                                                      For the years ended December 31,                       
                                              ------------------------------------------------------------------------------ 
                                                  1999             1998              1997            1996           1995     
                                              ------------     -------------     -----------     -----------     ----------- 
                                                                   (in thousands, except per share data)                     
                                                                                                                             
Statement of Operations Data:                                                                                                
  Revenues:                                                                                                                  
    Gaming                                      $  557,526         $ 293,057        $137,659        $ 50,717        $ 26,656 
    Racing                                          55,209            66,871          68,844          71,308          79,862 
    Food and beverage                               39,817            30,510          19,894          13,947          19,783 
    Other                                           54,305            36,529          21,731           7,253           4,271 
                                              ------------     -------------     -----------     -----------     ----------- 
                                                   706,857           426,967         248,128         143,225         130,572 
                                              ------------     -------------     -----------     -----------     ----------- 
  Expenses:                                                                                                                  
    Gaming                                         309,508           161,549          74,733          27,249           5,291 
    Racing                                          22,694            29,316          30,304          30,167          30,960 
    Food and beverage                               46,558            38,860          25,745          19,573          24,749 
    General, administrative and other              174,030           118,397          77,370          43,962          54,735 
    Depreciation and amortization                   51,924            32,121          18,157          10,695          11,384 
    (Gain) loss on disposition of assets           (62,507)            2,221               0          11,412               0 
    Impairment write-down of Hollywood                                                                                       
        Park-Casino                                 20,446                 0               0               0               0 
                                              ------------     -------------     -----------     -----------     ----------- 
                                                   562,653           382,464         226,309         143,058         127,119 
                                              ------------     -------------     -----------     -----------     ----------- 
Operating income                                   144,204            44,503          21,819             167           3,453 
    Interest expense, net                           57,544            22,518           7,302             942           3,922 
                                              ------------     -------------     -----------     -----------     ----------- 
Income (loss) before income taxes and                                                                                        
      minority interests                            86,660            21,985          14,517            (775)           (469)
    Minority interests                               1,687               374              (3)             15               0 
    Income tax expense                              40,926             8,442           5,850           3,459             693 
                                              ------------     -------------     -----------     -----------     ----------- 
Net income (loss)                               $   44,047         $  13,169        $  8,670         ($4,249)        ($1,162)
                                              ============     =============     ===========     ===========     =========== 
============================================================================================================================ 

Dividends on convertible preferred stock        $        0         $       0        $  1,520        $  1,925        $  1,925 
                                              ------------     -------------     -----------     -----------     ----------- 
Net income (loss) available to (allocated to)                                                                                
    common stockholders                         $   44,047         $  13,169        $  7,150         ($6,174)        ($3,087)
                                              ============     =============     ===========     ===========     =========== 
Net income (loss) per common share:                                                                                          
      Basic                                          $1.70             $0.50           $0.33          ($0.33)         ($0.17)
      Diluted                                        $1.67             $0.50           $0.32          ($0.33)         ($0.17)
Other Data:                                                                                                                  
Earnings before interest, taxes, depreciation                                                                                
   amortization and other non-recurring                                                                                      
   items (EBITDA)                               $  157,087         $  80,085        $ 42,459        $ 22,274        $ 20,925 
Cash flows provided by (used in):                                                                                            
  Operating activities                          $   75,323         $  38,112        $ 14,365        $ 13,677        $ 20,291 
  Investing activities                             (51,063)         (136,532)        (16,226)        (19,895)        (32,922)
  Financing activities                              54,868           118,498           9,609          (4,268)         (2,085)
  Capital expenditures                              59,680            56,747          32,505          23,786          25,150 
Balance Sheet Data:                                                                                                          
  Cash and cash equivalents                     $  123,362         $  44,234        $ 24,156        $ 16,408        $ 25,532 
  Short-term investments                           123,428             3,179               0           4,766           6,447 
  Total assets                                   1,045,408           891,339         419,029         205,886         283,303 
  Current liabilities                              145,008           128,592          57,317          35,364          74,951 
  Long term notes payable                          618,698           527,619         132,102             282          15,629 
  Total liabilities                                764,532           656,611         195,729          44,711         117,557 
  Minority interests                                     0             3,752           1,946           3,015               0 
  Stockholders' equity                             280,876           230,976         221,354         158,160         165,746 

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Item 7. Management's Discussion and Analysis of Financial Condition and Results 
------------------------------------------------------------------------------- 
of Operations                                                                   
-------------                                                                   

The following discussion and analysis of financial condition, results of        
operations, liquidity and capital resources should be read in conjunction with  
the Company's audited Consolidated Financial Statements and the notes thereto.  

Forward-Looking Statements and Risk Factors 

Except for the historical information contained herein, the matters addressed in
this Annual Report on Form 10K/A may constitute "forward-looking statements"    
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended.  Such       
forward-looking statements are subject to a variety of risks and uncertainties  
that could cause actual results to differ materially from those anticipated by  
Pinnacle Entertainment, Inc.'s management.  Factors that may cause actual       
performance of Pinnacle Entertainment, Inc. to differ materially from that      
contemplated by such forward-looking statements include, among others: the      
failure to complete pending asset sale transactions (discussed below); the      
failure to complete (on time or otherwise) or successfully operate planned      
expansion and development projects (including the Belterra Casino Resort); the  
failure to obtain adequate financing to meet strategic goals; the failure to    
obtain or retain gaming licenses or regulatory approvals; increased competition 
by casino operators who have more resources and have built or are building      
competitive casino properties; severe weather conditions; the failure to meet   
Pinnacle Entertainment, Inc.'s debt service obligations; and other adverse      
changes in the gaming markets in which Pinnacle Entertainment, Inc. operates    
(particularly in the southeastern United States).  The Private Securities       
Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor"        
provisions for forward-looking statements.  All forward-looking statements made 
in this Annual Report on Form 10K are made pursuant to the Act.                 

Factors Affecting Future Operating Results  

Sales of Hollywood Park Race Track and Hollywood Park-Casino  On September 10,  
1999, the Company completed the dispositions of the Hollywood Park Rack Track   
and Hollywood Park-Casino to Churchill Downs for $117,000,000 cash and          
$23,000,000 cash, respectively.  Churchill Downs acquired the race track, 240   
acres of related real estate and the Hollywood Park-Casino.  The Company then   
entered into a 10-year leaseback of the Hollywood Park-Casino at an annual lease
rate of $3,000,000 per annum, with a 10-year renewal option.  The Company then  
subleased the facility to a third party operator for a lease payment of         
$6,000,000 per year.  The sublease is for a one-year period, at which time the  
Company and sub lessee will negotiate the terms of any sublease extension.      

The disposition of the Hollywood Park Race Track and related real estate was    
accounted for as a sale and resulted in a pre-tax gain of $61,522,000.  The     
disposition of the Hollywood Park-Casino was accounted for as a financing       
transaction and therefore not recognized as a sale for accounting purposes as   
the Company subleased the Hollywood Park-Casino to a third-party operator.      
During the third quarter of 1999, under the provisions of SFAS No. 121, the     
Company determined that it would not be able to recover the net book value of   
the Hollywood Park-Casino on an undiscounted cash flow basis.  The Company      
recorded an impairment write-down of the long-lived assets comprising the       
Hollywood Park-Casino of $20,446,000 representing the difference between its net
book value of approximately $43,400,000 and estimated fair value.  Fair value   
was determined based on an independent appraisal.  Due to competitive conditions
in the California casino market, sublease rentals were projected to decline over
the ten year lease term.  The pre-tax gain on the sale of the race track is     
included in "(Gain) loss on disposition of assets, net" in the accompanying     
Consolidated Statements of Operations.  Pursuant to accounting guidelines, the  
Company recorded a long-term debt obligation of $23,000,000 for the Hollywood   
Park-Casino (see Note 9).  The Hollywood Park-Casino building will continue to  
be depreciated over its estimated useful life.  The estimated tax liability on  
the sales transactions to Churchill Downs is approximately $22,000,000.         

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Condensed results of operations for the Hollywood Park Race Track and the       
Hollywood Park-Casino for the years ended December 31, 1999, 1998 and 1997 were:

                                                                [Download Table]

                                              Year ended December 31,         
                                    ------------------------------------------
                                      1999 (a)         1998           1997    
                                    ------------   ------------   ------------
                                                  (in thousands)              
                                                                              
Revenues                            $     86,235   $    114,751   $    121,799

Expenses                                  73,019        103,760        107,775
                                    ------------   ------------   ------------

  Operating income                        13,216         10,991         14,024

Interest expense (b)                           0              0              0
                                    ------------   ------------   ------------

  Income before income taxes        $     13,216   $     10,991   $     14,024
                                    ============   ============   ============

(a)  Operating results through the sales date of September 10, 1999.  

    (b)  No interest expense was specifically identified for these operations.

Pending Casino, Race Track and Land Sales  Assets held for sale at December 31, 
1999 consisted of the following, and excluded the related goodwill and deferred 
income taxes associated with such assets:                                       

                                                        [Enlarge/Download Table]

                                                   Net Property                               
                                                      Plant &                                 
                                                     Equipment       Other           Total    
                                                  -------------  -------------   -------------
                                                                 (in thousands)               
                                                                                              
Two casinos in Mississippi                        $     115,731  $       5,876   $     121,607

Turf Paradise Race Track in Arizona                      10,873          4,359          15,232

Other (primarily undeveloped land in California)         17,810              0          17,810
                                                  -------------  -------------   -------------
                                                  $     144,414  $      10,235   $     154,649
                                                  =============  =============   =============

Sales transactions for these assets were pending or the properties were actively
being marketed as of December 31, 1999.  There are no assurances these          
transactions will close or the anticipated cash proceeds and after tax gains as 
described below will be achieved.  Until the sales transactions are completed,  
the Company continues to operate the race track and casinos held for sale.  In  
addition, certain liabilities will be assumed by the buyers of these assets.    
Such liabilities, consisting primarily of accrued liabilities and accounts      
payable, have been classified as "Liabilities to be assumed by buyers of assets 
held for sale" on the accompanying Consolidated Balance Sheets.  Goodwill net of
amortization at December 31, 1999 includes approximately $13,331,000 related to 
the pending race track and casino sales.  The after tax cash proceeds generated 
by these sales will be used to retire long-term debt, make capital improvements 
to existing properties or acquire new properties and for general corporate      
purposes.                                                                       

Casinos in Mississippi  On December 10, 1999, the Company announced it had      
----------------------                                                          
entered into definitive agreements with subsidiaries of Penn National Gaming,   
Inc. ("Penn National") to sell its Casino Magic Bay St. Louis, Mississippi, and 
Boomtown Biloxi, Mississippi, casino operations for $195,000,000 in cash.       
Subsidiaries of Penn National will purchase all of the operating assets and     
certain liabilities and related operations of the Casino Magic Bay St. Louis and
Boomtown Biloxi properties, including the 590 acres of land at Casino Magic Bay 
St. Louis and the leasehold rights at Boomtown Biloxi.  The transactions are    
subject to certain closing conditions, including approval by the Mississippi    
Gaming Commission, the purchaser completing the necessary financing and         
termination of the Hart-Scott-Rodino waiting period.  The Company estimates the 
transactions will close in the second quarter of 2000 and generate an after tax 
gain of approximately $32,300,000.                                              

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Race Track in Arizona  On December 30, 1999, the Company announced the signing  
---------------------                                                           
of a letter of intent under which the Company will sell its Turf Paradise horse 
racing facility located in Phoenix, Arizona to a private investor.  In February 
2000, the Company announced the signing of a definitive agreement for the sale  
of Turf Paradise for $53,000,000 in cash.  The agreement includes the horse     
racing operations and all 275 acres at the Phoenix, Arizona property.  Pinnacle 
Entertainment anticipates closing the transaction in the second quarter of 2000.
The after tax gain from such sale is expected to be approximately $23,000,000.  

Other  On July 15, 1999, the Company announced it had entered into an agreement 
-----                                                                           
to sell 42 acres of the 139 acres retained in the Churchill Downs transaction   
for approximately $24,000,000 in cash.  In March 2000, the Company completed the
sale (see Note 20 to the Notes to Consolidated Financial Statements).  The      
Company anticipates an after tax gain of approximately $13,800,000 from this    
sale.  On November 4, 1999, the Company announced it had entered into an        
agreement for the sale of the remaining 97 acres for approximately $63,000,000  
in cash.  On February 7, 2000, the Company elected to terminate such agreement  
and has begun discussions with other buyers.  The Company expects to close the  
sale of this property for cash by the end of 2000, which will result in a gain. 

The Company owns other land parcels in Missouri, which it is actively trying to 
sell.                                                                           

Condensed results of operations for the Casino Magic Bay St. Louis and Boomtown 
Biloxi casinos and the Turf Paradise horse racing facility for the years ended  
December 31, 1999, 1998 and 1997 are as follows:                                

                                                        [Enlarge/Download Table]

                                                 Year ended December 31,                  
                                --------------------------------------------------------- 
                                      1999               1998 (a)              1997 (b)   
                                  ------------         -------------         -------------
                                                                                          
                                                      (in thousands)                      
Revenues                              $174,380             $100,014               $46,655 

Expenses                               145,066               86,051                40,479 
                                --------------       --------------        -------------- 

   Operating income                     29,314               13,963                 6,176 

Interest expense (income), net              86                  339                  (153)
                                --------------       --------------        -------------- 

   Income before income taxes         $ 29,228             $ 13,624               $ 6,329 
                                ==============       ==============        ============== 

  (a)  Includes the results of Casino Magic Bay St. Louis from October 15,
            1998 (see Note 5 to the Notes to Consolidated Financial Statements).
     (b)  Includes the results of Boomtown Biloxi from June 30, 1997 (see Note 5
to the Notes to Consolidated Financial Statements).     

Expansion & Development  Belterra Casino Resort  In September 1998, the Indiana 
----------------------        
Gaming Commission approved the Company to receive the last available license to 
conduct riverboat gaming operations on the Ohio River in Indiana for the        
Belterra Casino Resort.  Pinnacle Entertainment owns 97% of the Belterra Casino 
Resort (currently under construction), with the remaining 3% held by a non-     
voting local partner.                                                           

In July 1999, the Company broke ground on the Belterra Casino Resort and is     
continuing on schedule for an opening in August 2000.  The project is located in
Switzerland County, Indiana, which is approximately 35 miles southwest of       
Cincinnati, Ohio and will be the gaming site most readily accessible to major   
portions of northern and central Kentucky, including the city of Lexington.     

The Company plans to spend approximately $200,000,000 ($30,635,000 of which has 
been spent as of December 31, 1999) in total costs (including land, capitalized 
interest, pre-opening expenses, organizational expenses and community grants) on
the Belterra Resort and Casino, which will feature a 15-story, 308-room hotel, a
cruising riverboat casino with approximately 1,800 gaming positions, an 18-hole 
championship golf course, a 1,500 seat entertainment facility, four restaurants,
retail areas and other amenities.                                               

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In October 1999, the Company acquired the Ogle Haus Inn, a 54-room hotel        
operation in the city of Vevay, for $2,500,000.  The Company is utilizing the   
facility principally for the Belterra pre-opening operations, including housing 
various key management staff, converting rooms into offices and training hotel  
and food and beverage employees.  Operational costs of the Ogle Haus Inn, as    
well as all other pre-opening costs of Belterra Resort and Casino, are being    
expensed as incurred.  After completion of Belterra, the Ogle Haus will be      
operated as a hotel and restaurant facility and will provide overflow capacity  
for Belterra.                                                                   

Lake Charles  In November 1999, the Company filed an application for the        
------------                                                                    
fifteenth and final gaming license to be issued by the Louisiana Gaming Control 
Board.  The Company was one of five applicants for such license.  The Company's 
application is seeking approval to operate a cruising riverboat casino, hotel   
and golf course resort complex in Lake Charles, Louisiana.  The Louisiana Gaming
Control Board has not awarded such license and there are no assurances such     
license will be issued to the Company or any other applicant.                   

In connection with such submittal, Pinnacle Entertainment has entered into an   
option agreement with the Lake Charles Harbor and Terminal District to lease    
225-acres of unimproved land from the District upon which such resort complex   
would be constructed.  The initial lease option is for a six-month period ending
January 2000, with three six-month renewal options, at a cost of $62,500 per    
six-month option.  If the lease option is exercised, the annual rental payment  
would be $815,000, with a maximum annual increase of 5%.  The term of the lease 
would be for a total of up to 70 years, with an initial term of 10 years and six
consecutive renewal options of 10 years each.  The lease would require the      
Company to develop certain on-and off- site improvements at the location.   If  
awarded the license by the Louisiana Gaming Control Board, the Company          
anticipates building a resort similar in design and scope to the Belterra Casino
Resort currently under construction in Indiana.                                 

California Card Clubs  By California state law, a corporation may operate a     
gambling enterprise in California only if every officer, director and           
shareholder holds a state gambling license.  Only 5% or greater shareholders of 
a publicly traded racing association, however, must hold a state gambling       
license.  As a practical matter, therefore, public corporations that are not    
qualified racing associations may not operate gambling enterprises in           
California.  As a result, the Hollywood Park-Casino, since September 10, 1999   
(see sales of California track and casino above), and the Crystal Park Hotel and
Casino, are leased to, and operated by, an unrelated third party.               

By law, a California card club may neither bank card games nor offer certain of 
the casino games permitted in Nevada and other traditional gambling             
jurisdictions, and thus does not participate in the wagers made or in the       
outcome of any of the games played.                                             

Year 2000  The Company has not experienced any disruption due to the Year 2000  
issue.  The Year 2000 issue exists because computer systems and applications    
were historically designed to use two digit fields (rather than four) to        
designate a year, which could result in miscalculations or system failures.     
Costs incurred prior to December 31, 1999 to mitigate the Year 2000 issue were  
approximately $1,028,000.  The Company cannot be assured there will not be Year 
2000 issues in the future.                                                      

Results of Operations 

On October 15, 1998, the Company acquired Casino Magic, and accounted for the   
acquisition under the purchase method of accounting for a business combination. 
As required under the rules of the purchase method of accounting for a business 
combination, Casino Magic's results of operations were not consolidated with    
those of the Company prior to the acquisition date, thus generating significant 
variances when comparing 1999's financial results with those of 1998 and 1997.  

In addition, the results of operations of the Hollywood Park Race Track and     
Hollywood Park-Casino, which were disposed of on September 10, 1999, are        
included in the results of operations only until that date.  Future revenue and 
operating results will be materially reduced due to the sale of these assets, as
well as by the                                                                  

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future sale of assets, which are classified as held for sale at December 31,    
1999 on the Consolidated Balance Sheets (see discussion above).                 

Year ended December 31, 1999, compared to the year ended December 31, 1998  
--------------------------------------------------------------------------  

Total revenues increased by $279,890,000, or 65.6%, for the year ended December 
31, 1999, as compared to the year ended December 31, 1998.  Contribution to     
total revenue from Casino Magic was approximately $280,723,000 in 1999 compared 
to $63,621,000 in 1998.  This increase is primarily attributed to the timing of 
the Casino Magic acquisition.  The 1998 results include operations from the five
Casino Magic casinos from the October 15, 1998, acquisition date to December 31,
1998, whereas their results are included in all of 1999.  Gaming revenues       
increased by $264,469,000, or 90.2%, with $260,806,000 of the increase due to   
Casino Magic.  The remaining net increase is due to increases at each of the    
Boomtown properties, offset by a decrease in gaming revenue at the Hollywood    
Park-Casino (due to the September 10, 1999, disposition discussed above).       
Boomtown Reno gaming revenues increased by $6,765,000, primarily attributed to  
the remodeling completed in 1999, enhanced marketing programs and unusually warm
weather in the fourth quarter 1999 which provided increased visitor counts to   
the casino.  Boomtown New Orleans gaming revenue increased by $9,778,000,       
primarily attributed to updated marketing and advertising programs in 1999 as   
well as a new slot machine mix for the casino floor.  Similar increases are not 
expected in 2000 particularly in light of the opening of a larger land-based    
casino in New Orleans by a competitor in late October 1999.  Boomtown Biloxi    
gaming revenue increased by $1,137,000, primarily due to a growth in the Biloxi 
gaming market brought about by the opening of a larger casino hotel in the      
second quarter 1999, as well as expansions by other competitors, and by the     
success of the buffet marketing.  Racing revenue decreased by $11,662,000, or   
17.4%, including a decrease of $12,220,000 from the sale of the Hollywood Park  
Race Track (discussed above).  Turf Paradise revenue increased by $558,000,     
primarily due to increase sale of the racing signal to out of state locations.  
Food and beverage revenue increased by $9,307,000, or 30.5%, with $9,045,000 of 
the increase due to Casino Magic.  The remaining net increase is due to         
increases at Boomtown Reno and Boomtown Biloxi, offset by decreases at the      
Hollywood Park Race Track and Hollywood Park-Casino.  Boomtown Reno food and    
beverage revenues increased by $1,561,000, primarily due to the improvements    
completed in 1999 and the higher visitor counts.  Boomtown Biloxi food and      
beverage revenues increased by $2,189,000, primarily due to an aggressive       
marketing program focusing on the property's buffet.  Hotel and recreational    
vehicle revenues increased by $8,661,000, or 281.6%, with $6,821,000 of the     
increase due Casino Magic.  The remaining increase is due primarily to the hotel
room addition and room renovation at Boomtown Reno.  Truck stop income increased
by $3,145,000, or 21.7%, due primarily to the increased traffic flow at the     
Boomtown Reno property, and increased fuel prices.  Other income increased by   
$5,970,000, or 31.5%, with $4,051,000 of the increase due to Casino Magic.  The 
remaining increase is primarily due to the lease rent income earned by the      
Hollywood Park-Casino (see discussion above).                                   

Total operating expenses increased by $180,189,000, or 47.1%, for the year ended
December 31, 1999, as compared to the year ended December 31, 1998.  Excluding  
any gain (loss) on the disposition of assets, operating expenses increased by   
$224,471,000, or 59.0%, during the year ended December 31, 1999, as compared to 
the year ended December 31, 1998.  Contribution to total operating expenses in  
1999 from Casino Magic was $229,788,000 compared to $54,582,000 in 1998.  Gaming
expenses increased by $147,959,000, or 91.6%, including $153,897,000 due to     
Casino Magic, and decreases at Boomtown Reno and the Hollywood Park-Casino (due 
to the disposition discussed above), offset by increases at Boomtown New        
Orleans.  Boomtown Reno gaming expenses decreased by $1,561,000, primarily due  
to improved marketing programs in 1999 including the elimination of the costly  
fun flight program and by management changes.  Boomtown New Orleans gaming      
expenses increased by $4,782,000, primarily due to the corresponding increase in
gaming revenue, including the improved marketing programs.  Racing expenses     
decreased by $6,622,000, or 22.6%, including a decrease in Hollywood Park Race  
Track racing expenses of $6,807,000 due to the sale of the race track discussed 
above and an increase in racing expenses at Turf Paradise of $185,000 primarily 
attributed to the increased racing revenues.  Food and beverage expenses        
increased by $7,698,000, or 19.8%, including an increase of $9,457,000 due to   
Casino Magic and a decrease of $4,662,000 due to the dispositions of the        
Hollywood Park Race Track and Hollywood Park-Casino.  Boomtown                  

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Reno food and beverage expenses increased by $1,750,000, consistent with the    
overall increase in food and beverage revenue. Boomtown Biloxi food and beverage
expenses increased by $1,175,000, also primarily due to the increase in revenue 
and volume at the buffet. Hotel and recreational vehicle expense increased by   
$4,710,000, or 388.3%, with $3,499,000 due to the addition of Casino Magic and  
the remainder due to the additional hotel operations at Boomtown Reno. Truck    
stop expenses increased by $3,017,000, or 22.7%, primarily due to the increased 
volume at the Boomtown Reno property and fuel costs. General and administrative 
expenses increased by $40,200,000, or 42.5%, with $36,095,000 due to the        
addition of Casino Magic and increased casino management. Depreciation and      
amortization increased by $19,803,000, or 61.7%, including $20,338,000 due to   
Casino Magic, offset by a reduction in depreciation and amortization expenses   
from the disposition of the Hollywood Park Race Track in September 1999         
(discussed above). Pre-opening costs for the Belterra Casino Resort increased by
$2,199,000, or 267.8%, consistent with the development of the project. The gain 
on disposition of assets of $62,507,000 is primarily related to the disposition 
of the Hollywood Park Race Track and the impairment write-down of $20,446,000   
relates to the Hollywood Park-Casino. Other expenses increased by $5,507,000, or
65.5%, including $6,502,000 due to the Casino Magic acquisition, offset by a    
reduction in other expenses from the dispositions of the Hollywood Park Race    
Track and Hollywood Park-Casino in September 1999 (discussed above). Net        
interest expense increased by $35,026,000, or 155.6%, with $14,502,000 of the   
increase due primarily to the debt assumed in the Casino Magic acquisition and  
the remaining increase due to the 9.25% Notes issued in February 1999. Income   
tax expense increased by $32,484,000, or 384.8%, with approximately $22,000,000 
of the increase attributed to the dispositions of the track and casino.         

Year ended December 31, 1998, compared to the year ended December 31, 1997  
--------------------------------------------------------------------------  

On October 15, 1998, and on June 30, 1997, the Company acquired Casino Magic and
Boomtown, respectively, and accounted for each acquisition under the purchase   
method of accounting for a business combination.  As required under the rules of
the purchase method of accounting for a business combination, Casino Magic's and
Boomtown's results of operations were not consolidated with those of the        
Company's, prior to their respective acquisition dates, thus generating         
significant variances when comparing 1998's financial results with those of     
1997.  Boomtown's results of operations include a full year of activity in 1998 
and just six months of activity in 1997 (July 1, 1997 through December 31,      
1997).  Casino Magic's results of operations include the period October 16, 1998
through December 31, 1998, only, and no 1997 results.                           

Total revenues increased by $178,839,000, or 72.1%, for the year ended December 
31, 1998, as compared to the year ended December 31, 1997.  Approximately       
$174,075,000 ($110,454,000 related to Boomtown and $63,621,000 related to Casino
Magic) of the increase was due to the timing of Boomtown and Casino Magic       
acquisitions.  Gaming revenues increased by $155,398,000, or 112.9%, with       
$150,095,000 of the increase due to the timing of acquisitions.  Gaming revenues
increased at the Boomtown properties by $10,687,000 (when comparing the six     
months ended December 31, 1998 to the six months ended December 31, 1997) due   
primarily to increases at Boomtown New Orleans, generated by a new larger       
riverboat placed into service in February 1998.  Gaming revenues decreased at   
the Hollywood Park-Casino by approximately $4,562,000, primarily a result of the
ban on smoking in such establishments and economic problems in various Asian    
countries (as a significant number of Hollywood Park-Casino's patrons are       
Asian).  Racing revenues decreased by $1,973,000, or 2.9%, due to there being   
five fewer live race days at the Hollywood Park Race Track in 1998 as compared  
to 1997.  Food and beverage revenues increased by $10,616,000, or 53.4%, with   
$9,002,000 of the increase due to the timing of acquisitions, and the balance of
the increase primarily attributable to increased sales at both Boomtown New     
Orleans and Boomtown Biloxi, a result of successful marketing programs.  Hotel  
and recreational vehicle park revenues increased by $2,139,000, or 228.3%, due  
to the timing of acquisitions.  Truck stop and service station revenues (all of 
which are attributable to Boomtown Reno) increased by $5,866,000, or 67.9%,     
primarily due to the timing of the Boomtown acquisition.  Other income increased
by $6,793,000, or 55.9%, with $6,456,000 of the increase due to the timing of   
acquisitions.                                                                   

Total operating expenses increased by $156,155,000, or 69.0%, during the year   
ended December 31, 1998, as compared to the year ended December 31, 1997.       
Approximately $151,578,000 ($96,996,000 related to                              

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Boomtown and $54,582,000 related to Casino Magic) of the increase related to the
timing of acquisitions. Gaming expenses increased by $86,816,000, or 116.2%,    
with $85,538,000 of the increase due to the timing of acquisitions, with the    
balance of the increase primarily a corresponding result of the increased gaming
revenues at the Boomtown properties. Food and beverage expenses increased by    
$13,115,000, or 50.9%, with $10,801,000 of the increase due to the timing of    
acquisitions. The balance of the increase was primarily due to increased costs  
at Boomtown New Orleans and Boomtown Biloxi, where food and beverage marketing  
promotions were increased. Hotel and recreational vehicle expenses increased by 
$857,000, or 240.7%, primarily due to the timing of acquisitions. Truck stop and
service station expenses (all of which are attributable to Boomtown Reno)       
increased by $5,310,000, or 66.6%, due primarily to the timing of the Boomtown  
acquisition. General and administrative expenses increased by $33,156,000, or   
53.9%, with $33,361,000 of the increase attributable to the timing of           
acquisitions, with the balance of the increase primarily due to additional      
staffing at corporate, and expansion related expense increases. Depreciation and
amortization increased by $13,964,000, or 76.9%, with $12,236,000 of the        
increase due to the timing of acquisitions, with the balance of the increase    
primarily due to Boomtown New Orleans' February 1998 placement of a new         
riverboat into service. Loss on write off of assets was $2,221,000 for the year 
ended December 31, 1998, of which $1,086,000 related to the closing of the      
Hollywood Park Golf Center; $500,000 related to the abandonment of a project in 
Kansas, with the balance related to the write off of obsolete assets at Boomtown
Reno. Other expenses increased by $883,000, or 11.7%, including $2,892,000 due  
to the timing of acquisitions, offset by a reduction in REIT restructuring      
expenses (the Company ceased in 1998 its effort to restructure into a real      
estate investment trust). Net interest expense increased by $15,216,000, or     
208.4%, due to interest on the 9.5% Notes, which were issued in August 1997, and
interest on bank borrowings, including borrowing to purchase Casino Magic and to
retire the Casino Magic 11.5% Notes. Income tax expense increased by $2,592,000,
or 44.3%, due to increased pre-tax income in 1998.                              

Liquidity, Capital Resources and Other Factors Influencing Future Results 

As of December 31, 1999, the Company had cash, cash equivalents and short-term  
investments, all of which had maturities within ninety days, of $246,790,000    
compared to $47,413,000 as of December 31, 1998.                                

The Consolidated Statements of Cash Flows detailing changes in the cash balances
are on page 17.                                                                 

Operating activities provided net cash increase of $75,323,000 in 1999 compared 
with $38,112,000 in 1998.  This year-over-year change is largely due to the     
increase in net income, increased depreciation and increased current deferred   
tax liabilities.  The increase in the current deferred tax liabilities at       
December 31, 1999 results primarily because Federal and State income taxes of   
approximately $22,000,000 due on the gain of the sale of the Hollywood Park Race
Track have not yet been paid.                                                   

The 1999 investing activities included the purchase of the minority interest in 
Casino Magic Argentina for $16,500,000, the net purchase of short-term          
investments of $120,249,000 and the purchase of $59,680,000 of property, plant  
and equipment.  The construction, land costs and other capitalizable cost for   
the Belterra Resort and Casino represented approximately $31,000,000 of the     
additions to property, plant and equipment.  Approximately $160,000,000 will be 
required in 2000 to complete construction and fund the necessary pre-opening    
expenses, community grants and other related expenses associated with the       
project (which amount excludes capitalized interest and other non-cash costs).  

The net cash provided from financing activities of $54,868,000 reflects that in 
February 1999, the Company received the net proceeds from the issuance of       
$350,000,000 of 9.25% Senior Subordinated Notes, which proceeds were used to    
retire all of the Company's outstanding bank borrowings of $287,000,000 and to  
invest in approximately $63,000,000 of short term securities.  Since February,  
the Company has not borrowed any amounts under its bank credit facility and in  
May 1999 such bank credit facility was reduced from $300,000,000 (with an       
option to increase to $375,000,000) to $200,000,000 (with an option to increase 
to $300,000,000).                                                               

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At December 31, 1999, the Company had signed definitive sales agreements to sell
assets for $219,000,000 cash, which transactions are expected to close in 2000. 
This includes the sale of essentially all of the assets to operate the Casino   
Magic Bay St. Louis and Boomtown Biloxi casinos in Mississippi and vacant land  
adjacent to the Hollywood Park Race Track sold in 1999. In addition, in February
2000, the Company signed a definitive agreement for the sale of Turf Paradise   
Race Track in Phoenix, Arizona for $53,000,000 in cash, and is actively seeking 
buyers to purchase the additional land in California and Missouri. See "Pending 
Casino, Race Track and Land Sales' above for additional information on these    
proposed transaction. The sales of these assets are expected to generate gains; 
however, there is no assurance any of these transactions will be consummated in 
2000.                                                                           

The Company believes that its available cash, cash equivalents, short-term      
investments, cash to be generated by assets held for sale and cash flow from    
operations will be sufficient to finance operations and capital requirements for
the foreseeable future, and in any event for at least the next twelve months.   
Although the Company has substantial cash resources and unused bank credit      
facilities, it has committed to utilize approximately $160,000,000 to complete  
the Belterra project and pay approximately $22,000,000 in Federal and State     
income taxes related to the sale of the Hollywood Park Race Track. In addition, 
the Company may use a portion of these resources to i) reduce its outstanding   
debt obligations prior to their scheduled maturities, ii) make significant      
capital improvements to existing properties, and/or iii) make acquisitions of   
other casino properties or companies. To the extent cash is used for these      
purposes, the Company's cash reserves will also be diminished and the Company   
may require additional capital to finance any such activities. Additional       
capital may be generated through internally generated cash flow, future         
borrowings (including amounts available under the bank credit facility) and/or  
lease transactions. There can be no assurance, however, that such capital will  
be available on terms acceptable to the Company.                                

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Item 8. Financial Statements and Supplementary Data                             
---------------------------------------------------                             

Pinnacle Entertainment, Inc.  
Index to Consolidated Financial Statements  

                                                                [Download Table]
                                                                      
Report of Independent Public Accountants                              
  Report of Arthur Andersen LLP...................................  13
Consolidated Statements of Operations for the years                   
    ended December 31, 1999, 1998 and 1997........................  14
Consolidated Balance Sheets as of December 31, 1999 and 1998......  15
Consolidated Statements of Changes in Stockholders' Equity            
    for the years ended December 31, 1999, 1998 and 1997..........  16
Consolidated Statements of Cash Flows for the years                   
    ended December 31, 1999, 1998 and 1997........................  17
Notes to Consolidated Financial Statements........................  18

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Report of Independent Public Accountants  

To the Board of Directors and Stockholders of                                   
Pinnacle Entertainment, Inc.:                                                   

We have audited the accompanying consolidated balance sheets of Pinnacle        
Entertainment, Inc., (a Delaware corporation, formerly Hollywood Park, Inc.) and
subsidiaries (the "Company") as of December 31, 1999 and 1998, and the related  
consolidated statements of operations, shareholders' equity and cash flows for  
each of the three years in the period ended December 31, 1999. These financial  
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform the      
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,    
evidence supporting the amounts and disclosures in the financial statements. An 
audit also includes assessing the accounting principles used and significant    
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Pinnacle Entertainment, Inc.   
and subsidiaries as of December 31, 1999 and 1998, and the results of their     
operations and their cash flows for each of the three years in the period ended 
December 31, 1999 in conformity with accounting principles generally accepted in
the United States.                                                              

                     ARTHUR ANDERSEN LLP

Los Angeles, California                                                         
February 8, 2000 (except with                                                   
respect to the matters discussed                                                
in Note 20, as to which the date                                                
is March 21, 2000)                                                              

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Pinnacle Entertainment, Inc.  
Consolidated Statements of Operations 

                                                        [Enlarge/Download Table]

                                                                                For the Years ended December 31,           
                                                                      ---------------------------------------------------- 
                                                                           1999               1998               1997      
                                                                      --------------     ---------------    -------------- 
                                                                              (in thousands, except per share data)        
                                                                                                                           
Revenues:                                                                                                                  
  Gaming                                                                    $557,526            $293,057          $137,659 
  Racing                                                                      55,209              66,871            68,844 
  Food and beverage                                                           39,817              30,510            19,894 
  Hotel and recreational vehicle park                                         11,737               3,076               937 
  Truck stop and service station                                              17,644              14,499             8,633 
  Other                                                                       24,924              18,954            12,161 
                                                                      --------------     ---------------    -------------- 
                                                                             706,857             426,967           248,128 
                                                                      --------------     ---------------    -------------- 
Expenses:                                                                                                                  
  Gaming                                                                     309,508             161,549            74,733 
  Racing                                                                      22,694              29,316            30,304 
  Food and beverage                                                           46,558              38,860            25,745 
  Hotel and recreational vehicle park                                          5,923               1,213               356 
  Truck stop and service station                                              16,296              13,279             7,969 
  General and administrative                                                 134,870              94,670            61,514 
  Depreciation and amortization                                               51,924              32,121            18,157 
  Pre-opening costs, Belterra Casino Resort                                    3,020                 821                 0 
  (Gain) loss on disposition of assets, net                                  (62,507)              2,221                 0 
  Impairment write-down of Hollywood Park-Casino                              20,446                   0                 0 
  Other                                                                       13,921               8,414             7,531 
                                                                      --------------     ---------------    -------------- 
                                                                             562,653             382,464           226,309 
                                                                      --------------     ---------------    -------------- 
Operating Income                                                             144,204              44,503            21,819 
  Interest expense, net                                                       57,544              22,518             7,302 
                                                                      --------------     ---------------    -------------- 
Income before minority interests and income taxes                             86,660              21,985            14,517 
  Minority interests                                                           1,687                 374                (3)
  Income tax expense                                                          40,926               8,442             5,850 
                                                                      --------------     ---------------    -------------- 
Net Income                                                                  $ 44,047           $  13,169          $  8,670 
                                                                      ==============     ===============    ============== 

========================================================================================================================== 

Dividend requirements on convertible preferred stock                        $      0           $       0          $  1,520 
                                                                      --------------     ---------------    -------------- 

Net income attributable to common stockholders                              $ 44,047           $  13,169          $  7,150 
                                                                      ==============     ===============    ============== 

Net income per common share:                                                                                               
  Net income - basic                                                        $   1.70           $    0.50          $   0.33 
  Net income - diluted                                                      $   1.67           $    0.50          $   0.32 

Number of shares - basic                                                      25,966              26,115            22,010 
Number of shares - diluted                                                    26,329              26,115            22,340 

___________                                                                     
See accompanying notes to the consolidated financial statements.                

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Pinnacle Entertainment, Inc.  
Consolidated Balance Sheets 

                                                        [Enlarge/Download Table]

                                                                                  December 31,                       December 31,
                                                                                      1999                               1998    
                                                                                  ------------                       ------------
                                Assets                                                   (in thousands, except share data)       
                                                                                                                                 
Current Assets:                                                                                                                  
  Cash and cash equivalents                                                         $  123,362                         $   44,234
  Short term investments                                                               123,428                              3,179
  Receivables, net                                                                      17,132                             16,783
  Prepaid expenses and other assets                                                     13,118                             15,207
  Deferred income taxes                                                                      0                             18,425
  Assets held for sale                                                                 154,649                                  0
  Current portion of notes receivable                                                    5,785                              2,320
                                                                                  ------------                       ------------
    Total current assets                                                               437,474                            100,148

Notes receivable                                                                         8,912                             17,852
Net property, plant and equipment                                                      437,715                            602,912
Goodwill, net of accumulated amortization of $7,927,000 and $6,947,000                                                           
  at December 31, 1999 and 1998, respectively                                           87,481                             97,098
Gaming licenses, net of accumulated amortization of $5,219,000 and $3,616,000                                                    
  at December 31, 1999 and 1998, respectively                                           41,485                             44,037
Debt issuance costs, net of accumulated amortization of $8,278,000 and $4,095,000                                                
  at December 31, 1999 and 1998, respectively                                           22,813                             12,105
Other assets                                                                             9,528                             17,187
                                                                                  ------------                       ------------
                                                                                    $1,045,408                         $  891,339
                                                                                  ------------                       ------------

---------------------------------------------------------------------------------------------------------------------------------

                    Liabilities And Stockholders' Equity                                                                         
Current Liabilities:                                                                                                             
  Accounts payable                                                                  $   21,096                         $   20,970
  Accrued interest                                                                      26,080                             16,741
  Other accrued liabilities                                                             45,569                             61,498
  Accrued compensation                                                                  16,073                             17,819
  Liabilities to be assumed in asset sales                                               9,866                                  0
  Deferred income taxes                                                                 19,542                                  0
  Current portion of notes payable                                                       6,782                             11,564
                                                                                  ------------                       ------------
    Total current liabilities                                                          145,008                            128,592

Notes payable, less current maturities                                                 618,698                            527,619
Deferred income taxes                                                                      826                                400

Minority interests                                                                           0                              3,752

Stockholders' Equity:                                                                                                            
  Capital stock --                                                                                                               
    Preferred - $1.00 par value, authorized 250,000 shares;                                                                      
      none issued and outstanding in 1999 and 1998                                           0                                  0
    Common - $0.10 par value, authorized 40,000,000 shares;                                                                      
      26,234,699 and 25,800,069 shares issued and outstanding in 1999 and 1998           2,624                              2,580
  Capital in excess of par value                                                       224,654                            218,375
  Retained earnings                                                                     53,598                             10,021
                                                                                  ------------                       ------------
    Total stockholders' equity                                                         280,876                            230,976
                                                                                  ------------                       ------------
                                                                                    $1,045,408                         $  891,339
                                                                                  ============                       ============

___________                                                                     
See accompanying notes to the consolidated financial statements.                

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Pinnacle Entertainment, Inc.  
Consolidated Statements of Changes in Stockholders' Equity  
For the years ended December 31, 1999, 1998 and 1997  

                                                        [Enlarge/Download Table]

                                                                                         Retained                 
                                                                          Capital in     Earnings       Total     
                                                 Preferred      Common     Excess of   (Accumulated  Stockholders'
                                                   Stock        Stock      Par Value     Deficit)       Equity    
                                                -----------  -----------  -----------  ------------  -----------  
                                                                         (in thousands)                           
                                                                                                                  
Balance as of December 31, 1996                        $ 28       $1,833     $167,074      ($10,775)    $158,160  
 Net income                                               0            0            0         8,670        8,670  
 Issuance of common stock to acquire                                                                              
  Boomtown, Inc.                                          0          582       56,425             0       57,007  
 Repurchase and retirement of common stock                0          (45)      (3,420)            0       (3,465) 
 Common stock options exercised                           0           20        1,975             0        1,995  
 Other                                                  (28)         232          296        (1,513)      (1,013) 
                                                -----------  -----------  -----------  ------------  -----------  
Balance as of December 31, 1997                           0        2,622      222,350        (3,618)     221,354  
 Net income                                               0            0            0        13,169       13,169  
 Repurchase and retirement of common stock                0          (50)      (5,490)            0       (5,540) 
 Common stock options exercised                           0            8          627             0          635  
 Tax benefit associated with exercised                                                                            
   common stock options                                   0            0          888             0          888  
 Investment in stock - unrealized holding gain            0            0            0           470          470  
                                                -----------  -----------  -----------  ------------  -----------  
Balance as of December 31, 1998                           0        2,580      218,375        10,021      230,976  
 Net income                                               0            0            0        44,047       44,047  
 Executive stock option compensation                      0            0          828             0          828  
 Common stock options exercised                           0           44        4,335             0        4,379  
 Tax benefit associated with exercised                                                                            
   common stock options                                   0            0        1,116             0        1,116  
 Investment in stock - realized holding gain              0            0            0          (470)        (470) 
                                                -----------  -----------  -----------  ------------  -----------  
Balance as of December 31, 1999                        $  0       $2,624     $224,654     $  53,598     $280,876  
                                                ===========  ===========  ===========  ============  ===========  

_______________                                                                 
See accompanying notes to the consolidated financial statements.                

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Pinnacle Entertainment, Inc.  
Consolidated Statements of Cash Flows 

                                                        [Enlarge/Download Table]

                                                                    For the years ended December 31,       
                                                               ------------------------------------------- 
                                                                   1999            1998           1997     
                                                               ------------   --------------   ----------- 
                                                                              (in thousands)               
                                                                                                           
Cash flows from operating activities:                                                                      
Net income                                                        $  44,047        $  13,169     $   8,670 
Adjustments to reconcile net income to net cash provided                                                   
    by operating activities:                                                                               
  Depreciation and amortization                                      51,924           32,121        18,157 
  (Gain) loss on disposition of assets                              (62,507)           2,221             0 
  Impairment write-down of Hollywood Park-Casino                     20,446                0             0 
  Other changes that (used) provided cash, net of the effects                                              
      of the purchase and disposition of businesses:                                                       
        Receivables, net                                             (2,242)          (2,937)         (312)
        Prepaid expenses and other assets                            (4,780)           2,927          (452)
        Accounts payable                                            (10,948)          (3,074)       (2,468)
        Accrued liabilities                                         (16,254)           2,009        (9,119)
        Accrued interest payable                                      9,344              516         5,175 
        Deferred income taxes                                        38,393           (5,546)       (4,822)
        All other, net                                                7,900           (3,294)         (464)
                                                               ------------   --------------   ----------- 
    Net cash provided by operating activities                        75,323           38,112        14,365 
                                                               ------------   --------------   ----------- 
Cash flows from investing activities:                                                                      
  Additions to property, plant and equipment                        (59,680)         (56,747)      (32,505)
  Receipts from disposition of property, plant and equipment        140,083              980           187 
  Principal collected on notes receivable                             5,283            2,489            52 
  Notes receivable issued                                                 0          (12,850)            0 
  (Purchase of) proceeds from short term investments, net          (120,249)          (2,709)        4,776 
  Payment to buy-out minority interest in subsidiaries              (16,500)          (1,946)       (1,000)
  Net cash paid for the acquisition of Casino Magic                       0          (65,749)            0 
  Cash acquired in the acquisition of Boomtown, net of                                                     
      cash transaction and other costs                                    0                0        12,264 
                                                               ------------   --------------   ----------- 
    Net cash used in investing activities                           (51,063)        (136,532)      (16,226)
                                                               ------------   --------------   ----------- 
Cash flows from financing activities:                                                                      
  Proceeds from secured Bank Credit Facility                         17,000          270,000       112,000 
  Payment of secured Bank Credit Facility                          (287,000)               0      (112,000)
  Payment of notes payable                                          (15,566)          (7,625)       (4,942)
  Assumption of notes payable                                         1,364                0             0 
  Proceeds from issuance of 9.5% Notes                                    0                0       125,000 
  Proceeds from issuance of 9.25% Notes                             350,000                0             0 
  Payment of the 11.5% Casino Magic Notes                                 0         (135,000)            0 
  Payment of 11.5% Boomtown Notes                                         0           (1,253)     (110,924)
  Increase in debt issuance costs                                   (15,309)          (2,719)            0 
  Common stock options exercised                                      4,379              635         1,995 
  Common stock repurchase and retirement                                  0           (5,540)            0 
  Dividends paid to preferred stockholders                                0                0        (1,520)
                                                               ------------   --------------   ----------- 
    Net cash provided by financing activities                        54,868          118,498         9,609 
                                                               ------------   --------------   ----------- 
  Increase in cash and cash equivalents                              79,128           20,078         7,748 
  Cash and cash equivalents at the beginning of the period           44,234           24,156        16,408 
                                                               ------------   --------------   ----------- 
  Cash and cash equivalents at the end of the period              $ 123,362        $  44,234     $  24,156 
                                                               ============   ==============   =========== 

_______________                                                                 
See accompanying notes to the consolidated financial statements.                

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Pinnacle Entertainment, Inc.  
Notes to Consolidated Financial Statements  

Note 1 - Summary of Significant Accounting Policies                             

General  In February 2000, a newly formed wholly owned subsidiary of Hollywood  
Park, Inc. merged into Hollywood Park, Inc. for the sole purpose of changing    
Hollywood Park, Inc.'s name to Pinnacle Entertainment, Inc. Pinnacle            
Entertainment, Inc. (the "Company" or "Pinnacle Entertainment") is a diversified
gaming company that owns and operates eight casinos (four with hotels) in       
Nevada, Mississippi, Louisiana and Argentina, two of which are subject to a     
pending sales transaction (see Note 4). Pinnacle Entertainment receives lease   
income from two card clubs, both in the Los Angeles metropolitan area; and owns 
and operates a horse racing facility in Arizona, which is also subject to a     
pending sale transaction (see Note 4).                                          

Principles of Consolidation  The consolidated financial statements include the  
accounts of Pinnacle Entertainment and its majority owned subsidiaries.  All    
significant inter-company accounts and transactions have been eliminated.  The  
Company's significant subsidiaries include Boomtown, Inc. (and its Boomtown     
casinos), Casino Magic, Corp. (and its Casino Magic casinos), Turf Paradise,    
Inc. and Belterra Resort and Casino, LLC.                                       

Gaming Licenses  In 1994, Casino Magic acquired a twelve-year concession        
agreement to operate the two Casino Magic Argentina casinos, and capitalized the
costs related to obtaining the concession agreement.  The costs are being       
amortized over the life of the concession agreement (see Note 5).  In 1996,     
Casino Magic acquired a Louisiana gaming license to conduct the gaming          
operations of Casino Magic Bossier City.  Casino Magic allocated a portion of   
the purchase price to the gaming license and is amortizing the cost over twenty-
five years.                                                                     

Amortization of Debt Issuance Costs  Debt issuance costs incurred in connection 
with long-term debt and bank financing are capitalized and amortized to interest
expense during the period the debt or loan commitments are outstanding.         
Amortization expense was $2,343,000, $1,141,000 and $598,000 for the years ended
December 31, 1999, 1998 and 1997, respectively.                                 

Goodwill  Goodwill consists of the excess of the acquisition cost over the fair 
value of net assets acquired in business combinations and is being amortized on 
a straight-line basis over 40 years.  Amortization expense was $2,859,000,      
$1,888,000 and $943,000 for the years ended December 31, 1999, 1998 and 1997,   
respectively.                                                                   

Racing Revenues and Expenses  The Company recorded pari-mutuel revenues,        
admissions, food and beverage and other racing income associated with racing on 
a daily basis, except for prepaid admissions, which were recorded ratably over  
the racing season.  Expenses associated with racing revenues were charged       
against income in those periods in which racing revenues were recognized.  Other
expenses were recognized as they occurred throughout the year.                  

Gaming Revenue and Promotional Allowances  Gaming revenues at the Boomtown and  
Casino Magic properties consists of the difference between gaming wins and      
losses, and at the Hollywood Park-Casino consists of fees collected from patrons
on a per seat or per hand basis.  Revenues in the accompanying statements of    
operations exclude the retail value of food and beverage, hotel rooms and other 
items provided to patrons on a complimentary basis.  The estimated cost of      
providing these promotional allowances (which is included in gaming expenses)   
during the years ended December 31, 1999, 1998, and 1997 was $41,341,000,       
$21,270,000 (which includes Casino Magic's promotional allowances from October  
15, 1998) and $8,285,000 (which includes Boomtown's promotional allowances from 
June 30, 1997), respectively.                                                   

Use of Estimates  The preparation of consolidated financial statements in       
conformity with generally accepted accounting principles requires management to 
make estimates and assumptions that affect (i) the reported amounts of assets   
and liabilities, (ii) the disclosure of contingent assets and liabilities at the
date of                                                                         

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consolidated financial statements, and (iii) the reported amounts of revenues   
and expenses during the reporting period. The Company uses estimates in         
evaluating the recoverability of property, plant and equipment, other long-term 
assets, deferred tax assets and in determining litigation and other obligations.

Property, Plant and Equipment Additions to property, plant and equipment are    
recorded at cost and projects in excess of $10,000,000 include interest on funds
borrowed to finance construction. Capitalized interest was $1,359,000,          
$2,142,000 and $425,000 in fiscal 1999, 1998 and 1997, respectively.            
Depreciation and amortization are provided on the straight-line method over     
their estimated useful lives as follows:                                        

                           Years
                           -----
Land improvements              3 to 25    
Buildings                      5 to 40    
Vessels and Barges            25 to 31    
Equipment                      3 to 10    

Maintenance and repairs are charged to expense, and betterments are capitalized.
The cost of property sold or otherwise disposed of and its associated           
accumulated depreciation are eliminated from both the property and accumulated  
depreciation accounts with any gain or loss recorded in the expense accounts.   

Property, plant and equipment is carried on the Company's balance sheets at     
depreciated cost. Whenever there are recognized events or changes in            
circumstances that affect the carrying amount of the property, plant and        
equipment, management reviews the assets for possible impairment.               

Cash and Cash  Equivalents Cash and cash equivalents consisted of cash,         
certificates of deposit and short term investments with original maturities of  
90 days or less, as well as restricted cash of $300,000 at December 31, 1998.   
There was no restricted cash at December 31, 1999.                              

Short Term Investments  Short term investments are classified as held to        
maturity and are carried at cost, which approximates market value.              

Income Taxes  The Company accounts for income taxes under Statement of Financial
Accounting Standards 109, Accounting for Income Taxes ("SFAS No. 109"), whereby 
deferred tax assets and liabilities are recognized for the future tax           
consequences attributable to differences between the financial statement        
carrying amounts of existing assets and liabilities and their respective tax    
bases. Deferred tax assets and liabilities are measured using enacted tax rates 
expected to apply to taxable income in the years in which those temporary       
differences are expected to be recovered or settled. Under SFAS No. 109, the    
effect on deferred tax assets and liabilities of a change in tax rates is       
recognized in income in the period that included the enactment date.            

Stock-Based Compensation  The Company accounts for its stock-based compensation 
under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and follows the disclosure provisions of Financial Accounting        
Standards Board's Statement of Accounting Standards No. 123 Accounting for      
Stock-Based Compensation.                                                       

Segment Information  Statement of Financial Accounting Standards No. 131        
Disclosures about Segments of an Enterprise and Related Information ("SFAS No.  
131") was effective for years after December 31, 1997, and has been adopted by  
the Company for all periods presented in these consolidated financial           
statements. SFAS No. 131 establishes guidelines for public companies in         
determining operating segments based on those used for internal reporting to    
management. Based on these guidelines, Pinnacle Entertainment reports           
information under a single gaming segment.                                      

Long-lived Assets  The Company periodically reviews the propriety of the        
carrying amount of long-lived assets and the related intangible assets as well  
as the related amortization period to determine whether current events or       
circumstances warrant adjustments to the carrying value and/or the estimates of 
useful                                                                          

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lives. This evaluation consists of comparing asset carrying values to the       
Company's projection of the undiscounted cash flows over the remaining lives of 
the assets, in accordance with Statement of Financial Accounting Standards No.  
121 Accounting for the Impairment of Long-lived Assets and for Long-lived Assets
to Be Disposed Of ("SFAS No. 121"). Based on its review, the Company believes   
that as of December 31, 1999, there were no significant impairments of its long-
lived assets or related intangible assets. In September 1999, an impairment     
write-down of the Hollywood Park-Casino was recorded (see Note 3).              

Start-Up Costs  The Company's policy has been to expense start-up costs as      
incurred. In April 1998, Statement of Position 98-5 Reporting on the Costs of   
Start-Up Activities was issued and was effective for years after December 31,   
1998. Statement of Position 98-5 required that start-up activities and          
organization costs be expensed as incurred. The adoption of Statement of        
Position 98-5 did not have an impact on the financial statements of the Company.

Derivative Instruments and Hedging Activities  In September 1998, the Financial 
Accounting Standards Board issued Statement of Financial Accounting Standards   
No. 133 Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 
133").  The Company has not made such investments in the past and does not      
expect to make such investments in the foreseeable future, and thus SFAS No. 133
has no impact on the financial reporting of the Company.                        

Comprehensive Income  Statement of Financial Accounting Standards No. 130,      
Reporting Comprehensive Income ("SFAS 130") requires that the Company disclose  
comprehensive income and its components.  The objective of SFAS 130 is to report
a measure of all changes in equity of an enterprise that result from            
transactions and other economic events of the period other than transactions    
with owners.  Comprehensive income is the sum of the following: net income and  
other comprehensive income, which is defined as all other nonowner changes in   
equity.  Other comprehensive income is immaterial for all periods.              

Earnings per Share  Basic earnings per share are based on net income less       
preferred stock dividend requirements divided by the weighted average common    
shares outstanding during the period.  Diluted earnings per share assume        
exercise of in-the-money stock options outstanding at the beginning of the year 
or date of the issuance, unless they are antidilutive.                          

Reclassifications  Certain reclassifications have been made to the 1998 and 1997
amounts to be consistent with the 1999 financial statement presentation.        

Note 2 - Supplemental Disclosure of Cash Flow Information                       

                                                                [Download Table]

                                          For the years ended December 31,          
                                ----------------------------------------------------
                                     1999               1998              1997      
                                ---------------    --------------    ---------------
                                                   (in thousands)                   
                                                                                    
Cash paid during the year for:                                                      
        Interest                        $58,943           $22,024             $1,321
        Income taxes                      6,223             8,195                827

Note 3 - Assets Sold                                                            

On September 10, 1999, the Company completed the dispositions of the Hollywood  
Park Rack Track and Hollywood Park-Casino to Churchill Downs California Company 
("Churchill Downs"), a wholly owned subsidiary of Churchill Downs Incorporated, 
for $117,000,000 cash and $23,000,000 cash, respectively. Churchill Downs       
acquired the race track, 240 acres of related real estate and the Hollywood     
Park-Casino. The Company then entered into a 10-year leaseback of the Hollywood 
Park-Casino at an annual lease rate of $3,000,000 per annum, with a 10-year     
renewal option. The Company then subleased the facility to a third party        
operator for a lease payment of $6,000,000 per year. The sublease is for a one- 
year period, at which time the Company and sublessee will negotiate the terms of
any sublease extension.                                                         

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The disposition of the Hollywood Park Race Track and related real estate was    
accounted for as a sale and resulted in a pre-tax gain of $61,522,000. The      
disposition of the Hollywood Park-Casino was accounted for as a financing       
transaction and therefore not recognized as a sale for accounting purposes as   
the Company subleased the Hollywood Park-Casino to a third-party operator.      
During the third quarter of 1999, under the provisions of SFAS No. 121, the     
Company determined that it would not be able to recover the net book value of   
the Hollywood Park-Casino on an undiscounted cash flow basis. The Company       
recorded an impairment write-down of the long-lived assets comprising the       
Hollywood Park-Casino of $20,446,000 representing the difference between its net
book value of approximately $43,400,000 and estimated fair value. Fair value was
determined based on an independent appraisal. Due to competitive conditions in  
the California casino market, sublease rentals were projected to decline over   
the ten year lease term. The pre-tax gain on the sale of the race track is      
included in "(Gain) loss on disposition of assets, net" in the accompanying     
Consolidated Statements of Operations. Pursuant to accounting guidelines, the   
Company recorded a long-term debt obligation of $23,000,000 for the Hollywood   
Park-Casino (see Note 9). The Hollywood Park-Casino building will continue to be
depreciated over its estimated useful life. The estimated tax liability on the  
sales transactions to Churchill Downs is approximately $22,000,000.             

Condensed results of operations for the Hollywood Park Race Track and the       
Hollywood Park-Casino for the years ended December 31, 1999, 1998 and 1997 were:

                                                        [Enlarge/Download Table]

                                                            Year Ended                        
                                                           December 31,                       
                               ---------------------------------------------------------------
                                      1999 (a)                 1998                 1997      
                               --------------------      ----------------     ----------------
                                                         (in thousands)                       
                                                                                              
Revenues                       $            86,235       $       114,751      $       $121,799

Expenses                                    73,019               103,760               107,775
                               -------------------       ---------------      ----------------

   Operating income                         13,216                10,991                14,024

Interest expense (b)                             0                     0                     0
                               -------------------     -----------------    ------------------

   Income before income taxes  $            13,216     $          10,991    $           14,024
                               ===================     =================    ==================

(a)  Operating results through the sale date of September 10, 1999.             
(b)  No interest expense was specifically identified for these operations.      

Note 4 - Assets Held For Sale                                                   

Assets held for sale at December 31, 1999 consisted of the following, and       
excluded the related goodwill and deferred income taxes associated with such    
assets:                                                                         

                                                        [Enlarge/Download Table]

                                                    Net Property                                        
                                                       Plant &                                          
                                                      Equipment            Other              Total     
                                                  -----------------  -----------------  ----------------
                                                                      (in thousands)                    
                                                                                                        
Two casinos in Mississippi                        $         115,731  $           5,876  $        121,607

Turf Paradise Race Track in Arizona                          10,873              4,359            15,232

Other (primarily undeveloped land in California)             17,810                  0            17,810
                                                  -----------------  -----------------  ----------------

                                                  $         144,414  $          10,235  $        154,649
                                                  =================  =================  ================

Sales transactions for these assets were pending or the properties were actively
being marketed as of December 31, 1999. There are no assurances these           
transactions will close or the anticipated cash proceeds and after tax gains as 
described below will be achieved. Until the sales transactions are completed,   
the Company continues to operate the race track and casinos held for sale. In   
addition, certain liabilities will be assumed by the buyers of these assets.    
Such liabilities, consisting primarily of accrued liabilities and               

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accounts payable, have been classified as "Liabilities to be assumed by buyers  
of assets held for sale" on the accompanying Consolidated Balance Sheets.       
Goodwill net of amortization at December 31, 1999 includes approximately        
$13,331,000 related to the pending race track and casino sales.                 

Casinos in Mississippi  On December 10, 1999, the Company announced it had      
entered into definitive agreements with subsidiaries of Penn National Gaming,   
Inc. ("Penn National") to sell its Casino Magic Bay St. Louis, Mississippi, and 
Boomtown Biloxi, Mississippi, casino operations for $195,000,000 in cash.       
Subsidiaries of Penn National will purchase all of the operating assets and     
certain liabilities and related operations of the Casino Magic Bay St. Louis and
Boomtown Biloxi properties, including the 590 acres of land at Casino Magic Bay 
St. Louis and the leasehold rights at Boomtown Biloxi.  The transactions are    
subject to certain closing conditions, including approval by the Mississippi    
Gaming Commission, the purchaser completing the necessary financing and         
termination of the Hart-Scott-Rodino waiting period.  The Company estimates the 
transactions will close in the second quarter of 2000 and generate an after tax 
gain of approximately $32,300,000.                                              

Race Track in Arizona  On December 30, 1999, the Company announced the signing  
of a letter of intent under which the Company will sell its Turf Paradise horse 
racing facility located in Phoenix, Arizona to a private investor.  In February 
2000, the Company announced the signing of a definitive agreement for the sale  
of Turf Paradise for $53,000,000 in cash.  The agreement includes the horse     
racing operations and all 275 acres at the Phoenix, Arizona property.  Pinnacle 
Entertainment anticipates closing the transaction in the second quarter of 2000.
The after tax gain from such sale is expected to be approximately $23,000,000.  

Other  On July 15, 1999, the Company announced it had entered into an agreement 
to sell 42 acres of the 139 acres retained in the Churchill Downs transaction   
for approximately $24,000,000 in cash.  In March 2000, the Company completed the
sale (see Note 20).  The Company anticipates an after tax gain of approximately 
$13,800,000 from this sale.  On November 4, 1999, the Company announced it had  
entered into an agreement for the sale of the remaining 97 acres for            
approximately $63,000,000 in cash.  On February 7, 2000, the Company elected to 
terminate such agreement and has begun discussions with other buyers.  The      
Company expects to close the sale of this property for cash by the end of 2000, 
which will result in a gain.                                                    

The Company owns other land parcels in Missouri, which it is actively trying to 
sell.                                                                           

Condensed results of operations for the Casino Magic Bay St. Louis and Boomtown 
Biloxi casinos and the Turf Paradise horse racing facility for the years ended  
December 31, 1999, 1998 and 1997 are as follows:                                

                                                        [Enlarge/Download Table]

                                                      Year Ended December 31,                       
                                ------------------------------------------------------------------- 
                                       1999                   1998 (a)                 1997 (b)     
                                -----------------       -----------------          -----------------
                                                          (in thousands)                            
                                                                                                    
Revenues                                 $174,380                $100,014          $         46,655 

Expenses                                  145,066                  86,051                    40,479 
                                -----------------       -----------------          ---------------- 
   Operating income                        29,314                  13,963                     6,176 

Interest expense (income), net                 86                     339                      (153)
                                -----------------       -----------------          ---------------- 
   Income before income taxes   $          29,228       $          13,624          $          6,329 
                                =================       =================          ================ 

(a) Includes the results of Casino Magic Bay St. Louis from October 15, 1998    
(see Note 5).                                                           

(b) Includes the results of Boomtown Biloxi from June 30, 1997 (see Note 5).    

Note 5 - Acquisitions                                                           

Casino Magic Argentina  On October 8, 1999, the Company purchased the 49%       
minority interest not owned by the Company in Casino Magic Argentina for        
$16,500,000 in cash.  The Casino Magic Argentina operations consist of two      
casinos in the Province of Neuquen, Argentina.  The Company operates the two    
casinos under                                                                   

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an exclusive concession contract with the Province that is currently scheduled  
to expire in December 2006. The Company and the province are in discussions to  
possibly extend such concession contract for an additional ten years. The       
$12,300,000 purchase price in excess of the minority interest of approximately  
$4,200,000 is being amortized over the extended life of the concession contract 
beginning October 1999.                                                         

Casino Magic Acquisition On October 15, 1998, the Company acquired Casino Magic,
Corp. (the "Casino Magic Merger"). The Company paid cash of approximately       
$80,904,000 for Casino Magic's common stock. At the date of the acquisition, the
Company had purchased 792,900 common shares of Casino Magic on the open market, 
at a total cost of approximately $1,615,000. The Company paid $2.27 per share   
for the remaining 34,929,224 shares of Casino Magic common stock outstanding.   

The Casino Magic Merger was accounted for under the purchase method of          
accounting for a business combination.  The purchase price of the Casino Magic  
Merger was allocated to identifiable assets acquired and liabilities assumed    
based on their estimated fair values at the date of acquisition.  Assets        
acquired and liabilities assumed were, when necessary, written up or down to    
their fair market values based on financial analyses, which considered the      
impact of general economic, financial and market conditions.  The Casino Magic  
Merger generated approximately $43,284,000 of excess acquisition cost over the  
recorded value of the net assets acquired, all of which was allocated to        
goodwill, and is being amortized over 40 years.  The Company anticipates such   
goodwill will be reduced by approximately $10,277,000 in connection with the    
pending sale of Casino Magic Bay St. Louis in 2000 (see Note 4).  The           
amortization of this goodwill is not deductible for income tax purposes.  At    
December 31, 1999 and 1998, accumulated amortization was $1,350,000 and         
$262,000, respectively.                                                         

Boomtown, Inc.  On June 30, 1997, pursuant to the Agreement and Plan of Merger  
dated as of April 23, 1996, the Company acquired Boomtown (the "Boomtown        
Merger").  As result of the Boomtown Merger, Boomtown became a wholly owned     
subsidiary of the Company and each share of Boomtown common stock was converted 
into the right to receive 0.625 of a share of the Company's common stock.       

The Boomtown Merger was accounted for under the purchase method of accounting   
for a business combination.  The purchase price of the Boomtown Merger was      
allocated to identifiable assets acquired and liabilities assumed based on their
estimated fair values at the date of acquisition.  Based on financial analyses, 
which considered the impact of general economic, financial and market conditions
on the assets acquired and the liabilities assumed, the estimated fair values   
approximated their carrying values.  The Boomtown Merger generated approximately
$15,302,000 of excess acquisition cost over the recorded value of the net assets
acquired, all of which was allocated to goodwill, to be amortized over 40 years.
The Company anticipates such goodwill will be reduced by approximately          
$3,054,000 in connection with the pending sale of Boomtown Biloxi in 2000 (see  
Note 4).  The amortization of the goodwill is not deductible for income tax     
purposes.  At December 31, 1999 and 1998, accumulated amortization was $773,000 
and $375,000, respectively.                                                     

Pro Forma Results of Operations  The following unaudited pro forma results of   
operations were prepared under the assumption that the acquisitions of Boomtown 
and Casino Magic had occurred as of January 1, 1997.  The historical results of 
operations of Boomtown prior to the Company's June 30, 1997 acquisition         
(excluding the approximately $1,900,000 net loss associated with Boomtown's Las 
Vegas property, which was sold on June 30, 1997), and Casino Magic prior to the 
Company's October 15, 1998 acquisition were combined with the Company's results 
for 1998 and 1997.  Pro forma adjustments were made for the following: (a) the  
early retirement of $102,200,000 principal amount of the Boomtown 11.5% Notes;  
(b) the issuance of the 9.5% Notes; (c) redemption of the Casino Magic 11.5%    
Notes; (d) the borrowing of approximately $222,615,000 to redeem the Casino     
Magic 11.5% Notes ($141,515,000) and to purchase Casino Magic's common stock    
($81,100,000); (e) amortization of the costs associated with amending the Bank  
Credit Facility to provide the funds necessary to purchase Casino Magic's common
stock and redeem the Casino Magic 11.5% Notes; (f) elimination of compensation  
expense associated with three Casino Magic executives who resigned and will not 
be replaced; (g) elimination of expenses associated with Casino Magic's board of
directors; (h) the amortization of the excess purchase price over net assets    
acquired for both the Casino                                                    

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Magic Merger and the Boomtown Merger; (i) the amortization of the premium       
associated with the purchase accounting write-up of the Casino Magic 13% Notes; 
and (j) the tax expense associated with the net pro forma adjustments.          

Pinnacle Entertainment, Inc.  
Unaudited Pro Forma Combined Consolidated Results of Operations 

                                                        [Enlarge/Download Table]

                                                        For the years ended            
                                                           December 31,                
                                           ------------------------------------------- 
                                                  1998                     1997        
                                           -------------------     ------------------- 
                                               (in thousands, except per share data)   
                                                                                       
Revenues:                                                                              
   Gaming                                             $516,622                $467,328 
   Racing                                               66,871                  68,844 
   Other                                                82,846                  74,659 
                                           -------------------     ------------------- 
                                                      $666,339                $610,831 
                                           ===================     =================== 
 Operating income (a)                                 $ 74,752                $ 55,569 
                                           ===================     =================== 

 Income before extraordinary item                     $  7,678                $  4,323 
 Extraordinary item, redemption of the                                                 
       Casino Magic 11.5% Notes                       $      0                $ 11,039 
                                           -------------------     ------------------- 

 Net income (loss)                                    $  7,678                 ($6,716)
 Dividend requirement on preferred stock              $      0                $  1,520 
                                           -------------------     ------------------- 
 Net income (loss) to common shareholders             $  7,678                 ($8,236)
                                           ===================     =================== 
 Per common share:                                                                     
   Net income (loss) - basic                          $   0.29                  ($0.37)
   Net income (loss) - diluted                        $   0.29                  ($0.37)

____                                                                    
(a) In 1998, the operating income is inclusive of costs of $6,243,000,  
related to the Casino Magic merger.                                           

The unaudited pro forma combined results of operations are for comparative      
purposes only and are not necessarily indicative of the operating results or    
financial position that would have occurred if the Boomtown Merger and the      
Casino Magic Merger had occurred as of January 1, 1997.                         

Note 6 - Expansion and Development                                              

Belterra Casino Resort  In September 1998, the Indiana Gaming Commission        
approved the Company to receive the last available license to conduct riverboat 
gaming operations on the Ohio River in Indiana for the Belterra Casino Resort.  
Pinnacle Entertainment owns 97% of the Belterra Casino Resort (currently under  
construction), with the remaining 3% held by a non-voting local partner.        

In July 1999, the Company broke ground on the Belterra Casino Resort and is     
continuing on schedule for an opening in August 2000.  The project is located in
Switzerland County, Indiana, which is approximately 35 miles southwest of       
Cincinnati, Ohio and will be the gaming site most readily accessible to major   
portions of northern and central Kentucky, including the city of Lexington.     

The Company plans to spend approximately $200,000,000 ($30,635,000 of which has 
been spent as of December 31, 1999) in total costs (including land, capitalized 
interest, pre-opening expenses, organizational expenses and community grants) on
the Belterra Casino Resort, which will feature a 15-story, 308-room hotel, a    
cruising riverboat casino with approximately 1,800 gaming positions, an 18-hole 
championship golf course, a 1,500 seat entertainment facility, four restaurants,
retail areas and other amenities.                                               

In October 1999, the Company acquired the Ogle Haus Inn, a 54-room hotel        
operation in the city of Vevay, for $2,500,000.  The Company is utilizing the   
facility principally for the Belterra Casino Resort pre-opening operations,     
including housing various key management staff, converting rooms into offices   
and training hotel                                                              

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and food and beverage employees. Operational costs of the Ogle Haus Inn, as well
as all other pre-opening costs of Belterra Casino Resort, are being expensed as 
incurred. After completion of Belterra Casino Resort, the Ogle Haus will be     
operated as a hotel and restaurant facility and will provide overflow capacity  
for Belterra Casino Resort.                                                     

Lake Charles  In November 1999, the Company filed an application for the        
fifteenth and final gaming license to be issued by the Louisiana Gaming Control 
Board. The Company was one of five applicants for such license. The Company's   
application is seeking the approval to operate a cruising riverboat casino,     
hotel and golf course resort complex in Lake Charles, Louisiana. The Louisiana  
Gaming Control Board has not awarded such license and there are no assurances   
such license will be issued to the Company or any other applicant.              

In connection with such submittal, Pinnacle Entertainment has entered into an   
option agreement with the Lake Charles Harbor and Terminal District to lease    
225-acres of unimproved land from the District upon which such resort complex   
would be constructed. The initial lease option is for a six-month period ending 
January 2000, with three six-month renewal options, at a cost of $62,500 per    
six-month option. If the lease option is exercised, the annual rental payment   
would be $815,000, with a maximum annual increase of 5%. The term of the lease  
would be for a total of up to 70 years, with an initial term of 10 years and six
consecutive renewal options of 10 years each. The lease would require the       
Company to develop certain on-and off- site improvements at the location. If    
awarded the license by the Louisiana Gaming Control Board, the Company          
anticipates building a resort similar in design and scope to the Belterra Casino
Resort currently under construction in Indiana.                                 

Note 7 - Short Term Investments                                                 

As of December 31, 1999, short term held to maturity investments consisted of   
investments in commercial paper of $123,428,000.  The commercial paper consisted
of investment grade instruments issued by major corporations and financial      
institutions that are highly liquid and have original maturities between three  
months and one year.  Commercial paper held as short term investments is carried
at cost which approximates market value.                                        

At December 31, 1998, short term available for sale investments consisted of    
investments in equity securities of approximately $3,179,000.                   

Interest income for the years ended December 31, 1999, 1998 and 1997 was        
$7,927,000, $1,842,000 and $1,294,000, respectively.                            

Note 8 - Property, Plant and Equipment                                          

Property, plant and equipment held at December 31, 1999, and 1998 consisted of  
the following:                                                                  

                                              December 31,
                                              --------------------------
                                             1999 (a)         1998
                                              ------------    ----------
                                                    (in thousands)
      Land and land improvements                 $  71,052      $141,536
      Buildings                                    253,126       393,200
      Equipment                                    134,701       174,270
      Vessel and barges                             65,580        76,605
      Construction in progress                      32,813        46,297
                                              ------------    ----------
                                                   557,272       831,908
      Less accumulated depreciation                119,557       228,996
                                              ------------    ----------
                                                 $ 437,715      $602,912
                                              ============    ==========

      (a) Excludes $213,992,000 of assets and $69,578,000 of accumulated
        depreciation related to assets classified as held for sale (see Note
4).                                                         

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Note 9 - Secured and Unsecured Notes Payable                                    

Notes payable at December 31, 1999, and 1998 consisted of the following:        

                                                        December 31,
                                                       -----------------------
                                                      1999          1998
                                                       ---------    ----------
                                                        (in thousands)
         Secured notes payable, Bank Credit Facility    $      0      $270,000
         Unsecured 9.25% Notes                           350,000             0
         Unsecured 9.5% Notes                            125,000       125,000
         Casino Magic 13% Notes (a)                      119,814       121,685
         Hollywood Park-Casino debt obligation            22,566             0
         Other secured notes payable                       5,785        16,569
         Other unsecured notes payable                     2,315         5,288
         Capital lease obligations                             0           641
                                                       ---------    ----------
                                                         625,480       539,183
         Less current maturities                           6,782        11,564
                                                       ---------    ----------
                                                        $618,698      $527,619
                                                       =========    ==========

          (a) Includes a write up to fair market value (net of amortization), as
          of the October 15, 1998 acquisition of Casino Magic, of $6,939,000 and
  $8,810,000, as of December 31, 1999 and 1998, respectively, as
   required under the purchase method of accounting for a business
combination.                                                

Secured Notes Payable, Bank Credit Facility  Under the terms of the 1998 bank   
credit facility with a syndicate of banks, expiring in 2003 (the "Credit        
Facility"), the Company chose in May of 1999 to reduce the amount available     
under the facility from $300,000,000 (with an option to increase to             
$375,000,000), to $200,000,000 (with an option to increase to $300,000,000).    
The Credit Facility also provides for letters of credit up to $30,000,000 and   
swing line loans of up to $10,000,000.                                          

At December 31, 1998, the Company had outstanding borrowings under the Credit   
Facility of $270,000,000.  Through February of 1999, the Company borrowed an    
additional $17,000,000, before repaying all $287,000,000 with a portion of the  
proceeds from the issuance of the 9.25% Notes (see below).  The Credit Facility 
has remained unused since the February 1999 repayment, and there was no         
outstanding balance at December 31, 1999.                                       

Interest rates on borrowings under the Credit Facility are determined by adding 
a margin, which is based upon the Company's debt to cash flow ratio (as defined 
in the Credit Facility), to either the LIBOR rate or Prime Rate (at the         
Company's option).  The Company also pays a quarterly commitment fee on the     
unused balance of the Credit Facility.  The Credit Facility allows for interest 
rate swap agreements or other interest rate protection agreements, to a maximum 
notional amount of $300,000,000.  Presently, the Company does not use such      
financial instruments.                                                          

Unsecured 9.25% and 9.5% Notes  In February of 1999 the Company issued          
$350,000,000 of 9.25% Senior Subordinated Notes due 2007 (the "9.25% Notes"),   
the proceeds of which were used to pay the outstanding borrowings on the Credit 
Facility, fund current capital expenditures, and other general corporate        
purposes.                                                                       

In August of 1997 the Company issued $125,000,000 of 9.5% Senior Subordinated   
Notes due 2007 (the "9.5% Notes").  On January 29, 1999, the Company received   
the required number of consents to modify selected covenants associated with the
9.5% Notes.  Among other things, the modifications lowered the required minimum 
consolidated coverage ratio for debt assumption and increased the size of       
allowed borrowings under the Credit Facility.  The Company paid a consent fee of
$50.00 per $1,000 principal amount of the 9.5% Notes, which, combined with other
transactional expenses, is being amortized over the remaining term of the 9.5%  
Notes.                                                                          

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The 9.25% and 9.5% Notes are redeemable, at the option of the Company, in whole 
or in part, on the following dates, at the following premiums to face value:    

     9.25% Notes redeemable:                9.5% Notes redeemable:
     -------------------------------------   -----------------------------------
     after February 14,   at a premium of      After July 31,    at a premium of
     ------------------- -----------------   ------------------  ---------------
        2003             104.625%               2002            104.750%
        2004             103.083%               2003            102.375%
        2005             101.542%               2004            101.188%
        2006             100.000%               2005            100.000%
        2007             maturity               2006            100.000%
                                                2007            maturity

Both the 9.25% and 9.5% Notes are unsecured obligations of the Company,         
guaranteed by all material restricted subsidiaries of the Company, as defined in
the indentures.  The subsidiaries which do not guaranty the debt include certain
Casino Magic subsidiaries, principally Casino Magic of Louisiana, Corp. (Casino 
Magic Bossier City) and the Casino Magic Argentina subsidiaries.  The indentures
governing the 9.25% and 9.5% Notes, as well as the Credit Facility, contain     
certain covenants limiting the ability of the Company and its restricted        
subsidiaries to incur additional indebtedness, issue preferred stock, pay       
dividends or make certain distributions, repurchase equity interests or         
subordinated indebtedness, create certain liens, enter into certain transactions
with affiliates, sell assets, issue or sell equity interests in its             
subsidiaries, or enter into certain mergers and consolidations.                 

Casino Magic 13% Notes  In August of 1996 Casino Magic of Louisiana, Corp.      
(Casino Magic Bossier City) issued $115,000,000 of 13% First Mortgage Notes due 
2003 (the "Casino Magic 13% Notes"), with contingent interest equal to 5% of    
Casino Magic Bossier City's adjusted consolidated cash flow (as defined by the  
indenture).  The Casino Magic 13% Notes are secured by a first priority lien and
security interest in substantially all of the assets of Casino Magic Bossier    
City.  The Casino Magic 13% Notes are redeemable, at the option of the Company, 
in whole or in part, on or after August 15, 2000, at a premium to face amount,  
plus accrued interest, as follows: (a) August 15, 2000, at 106.5%; (b) August   
15, 2001, at 104.332%; and (c) August 15, 2002 through maturity at 102.166%.    

In December of 1998, the Company completed the post Casino Magic Merger change  
of control purchase offer whereby $2,125,000 of principal amount of the Casino  
Magic 13% Notes was tendered to the Company at a price of 101% of face value.   

At December 31, 1999 $2,115,000 of contingent interest was accrued.  This entire
amount was paid with the February 15, 2000 scheduled interest payment.          

The indenture governing the Casino Magic 13% Notes contains certain covenants   
limiting the subsidiaries that own Casino Magic Bossier City from engaging in   
lines of business other than the current gaming operations at Bossier City and  
incidental related activities, to borrow funds or otherwise become liable for   
additional debt, to pay dividends, issue preferred stock, make investments and  
certain types of payments, to grant liens on its property, enter into mergers or
consolidations, or to enter into certain specified transactions with affiliates.

Hollywood Park-Casino Debt Obligation  In connection with the disposition of the
Hollywood Park-Casino to Churchill Downs (see Note 3), the Company recorded a   
long-term lease finance obligation of $23,000,000.  Annual lease payments to    
Churchill Downs of $3,000,000 will be applied as principal and interest on the  
finance debt.  The debt is being amortized over 10 years (the initial lease term
with Churchill Downs).                                                          

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Annual Maturities  As of December 31, 1999, annual maturities of secured and    
unsecured notes payable are as follows:                                         

Year ending                                                 
December 31:                       (in thousands)           
------------                       --------------           
2000                                     $  6,782           
2001                                        5,338           
2002                                        5,655           
2003                                      116,667           
2004                                        2,329           
Thereafter                                488,709           
                        --------------
                              $625,480
                        ==============

Note 10 - Income Taxes                                                          

The Company accounts for income taxes under Statement of Financial Accounting   
Standards No. 109 Accounting for Income Taxes, whereby deferred tax assets and  
liabilities are recognized for the future tax consequences attributable to      
differences between the financial statement carrying amounts of existing assets 
and liabilities and their respective tax bases.                                 

The composition of the Company's income tax expense (benefit) for the years     
ended December 31, 1999, 1998 and 1997 was as follows:                          

                                                                [Download Table]

                                   Current         Deferred        Total    
                               --------------   -------------  -------------
                                                (in thousands)              
                                                                            
Year ended December 31, 1999:                                               
  U.S. Federal                       $ 10,986         $21,963        $32,949
  State                                 2,392           3,137          5,529
  Foreign                               2,448               0          2,448
                               --------------   -------------  -------------
                                     $ 15,826         $25,100        $40,926
                               ==============   =============  =============
Year ended December 31, 1998:                                               
  U.S. Federal                       $  5,793         $    97        $ 5,890
  State                                 2,511              41          2,552
                               --------------   -------------  -------------
                                     $  8,304         $   138        $ 8,442
                               ==============   =============  =============
Year ended December 31, 1997:                                               
  U.S. Federal                        ($1,616)        $ 6,972        $ 5,356
  State                                  (698)          1,192            494
                               --------------   -------------  -------------
                                      ($2,314)        $ 8,164        $ 5,850
                               ==============   =============  =============

The following table reconciles the Company's income tax expense (based on its   
effective tax rate) to the federal statutory tax rate of 35%:                   

                                                        [Enlarge/Download Table]

                                                        For the years ended December 31,   
                                                   ----------------------------------------
                                                       1999         1998            1997   
                                                   ----------    -----------    -----------
                                                                                           
                                                                (in thousands)             
Income before income tax expense, at the                                                   
     statutory rate                                   $29,741        $ 7,348         $4,935
  State income taxes, net of federal tax benefits       5,529          2,552            494
  Non-deductible impairment write-down on                                                  
     Hollywood Park-Casino (see Note 3)                 7,157              0              0
  Other non-deductible expenses                        (1,501)        (1,458)           421
                                                   ----------    -----------    -----------
Income tax expense                                    $40,926        $ 8,442         $5,850
                                                   ==========    ===========    ===========

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At December 31, 1999, and 1998, the tax effects of temporary differences that   
gave rise to significant portions of the deferred tax assets and deferred tax   
liabilities were:                                                               

                                                        [Enlarge/Download Table]

                                                           1999               1998     
                                                       -------------     ------------- 
Current deferred tax assets (liabilities):                      (in thousands)         
                                                                                       
  Workers' compensation insurance reserve                  $   1,059          $  1,029 
  General liability insurance reserve                          1,463             1,430 
  Write off of investment in Kansas Race Track and                                     
     excess loss recapture                                         0             7,139 
  Vacation and sick pay accrual                                1,584             1,709 
  Sale of Hollywood Race Track & Casino                      (22,000)                0 
  Other                                                       (1,648)            7,118 
                                                       -------------     ------------- 
      Net current deferred tax assets (liabilities)         ($19,542)         $ 18,425 
                                                       =============     ============= 
Non-current deferred tax assets (liabilities):                                         
  Net operating loss carryforwards                         $  24,615          $ 29,279 
  Excess tax basis over book value of acquired assets         11,736            11,736 
  Alternative minimum tax credits                              8,395             7,207 
  Los Angeles revitalization zone tax credits                 11,717            11,717 
  Less valuation allowance                                   (23,490)          (23,490)
  Depreciation and amortization                              (30,160)          (41,125)
  Other                                                       (3,639)            4,276 
                                                       -------------     ------------- 
Net non-current deferred tax liabilities                       ($826)            ($400)
                                                       =============     ============= 

Current income taxes payable of $8,773,000 and $9,935,000 at December 31, 1999  
and 1998 respectively are included in other accrued liabilities in the          
accompanying consolidated balance sheets.                                       

Prior to 1999 the Company earned a substantial amount of California tax credits 
related to the ownership of and operation of the Hollywood Park Race Track and  
Hollywood Park-Casino as well as the Crystal Park Card Club Casino, which were  
located in the Los Angeles Revitalization Tax Zone (LARZ).  At December 31, 1999
the amount subject to carry forward of these unused California tax credits (net 
of valuation allowance) was approximately $3,520,000, which can be used to      
reduce certain future California tax liabilities.  The LARZ credits will expire 
between 2007 to 2012.                                                           

As of December 31, 1999, the Company had federal net operating loss ("NOL") and 
capital loss ("CL") carryforwards of approximately $64,700,000, and $5,600,000, 
respectively, comprised principally of NOL carryforwards acquired in the Casino 
Magic and Boomtown Mergers, and CL carryforwards resulting from the disposition 
of Boomtown's Las Vegas property.  The NOL carryforwards expire on various dates
through 2018, and the CL carryforwards expire on various dates through 2002.  In
addition, the Company has approximately $400,000 of foreign tax credits related 
to Casino Magic Argentina operations, which expire in 2000, and approximately   
$8,400,000 of alternative minimum tax credits, which do not expire.  The        
alternative minimum tax credits can reduce future federal income taxes but      
generally cannot reduce federal income taxes paid below the amount of the       
alternative minimum tax.                                                        

Under several provisions of the Internal Revenue Code (the "Code") and the      
regulations promulgated there under, the utilization of NOL, CL and tax credit  
carryforwards to reduce tax liability is restricted under certain circumstances.
Events, which cause such a limitation, include, but are not limited to, certain 
changes in the ownership of a corporation.  Both the Boomtown Merger and the    
Casino Magic Merger caused such a change in ownership with respect to Boomtown  
and Casino Magic.  As a result, the Company's use of approximately $13,800,000  
and $50,900,000 of Boomtown and Casino Magic's NOL carryforwards, respectively, 
and $3,400,000 and $3,700,000 of Boomtown and Casino Magic's tax credit         
carryforwards, respectively, is subject to certain limitations imposed by       
Sections 382 and 383 of the Code. These various limitations restrict the amount 
of NOL, CL and tax credit carryforwards that may be used by the Company in any  
taxable year and, consequently, are expected to defer the Company's use of a    
substantial portion of such carryforwards and may ultimately prevent the        
Company's use of a portion thereof.  Therefore, a valuation allowance has been  
recorded related to the Boomtown and Casino Magic carryforwards.                

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Note 11- Stockholders' Equity                                                   

In September 1998, the Company granted 817,500 stock options (625,000 at an     
exercise price of $10.1875 and 192,500 at an exercise price of $18.00) outside  
of the Company's 1993 and 1996 Stock Option Plans (see Note 15) to four         
executives hired on January 1, 1999.  Of these grants, 613,125 (420,625 at an   
exercise price of $10.1875 and 192,500 at an exercise price of $18.00) were made
subject to shareholder approval, which approval was granted at the shareholder  
meeting held May 25, 1999 (the "Measurement Date") at which time the stock price
was $14.13.  Accounting Principles Board Opinion No. 25 requires that           
compensation be determined as of the Measurement Date based on the excess of the
quoted market price over the exercise price of the stock and charged over the   
service period of the executives in their employment agreements or option       
vesting period, whichever is shorter.  Compensation related to these options for
the year ended December 31, 1999, was $828,000.                                 

In August 1998, the Company announced its intention to repurchase and retire up 
to 20% or approximately 5,256,000 shares of its then issued and outstanding     
common stock on the open market or in negotiated transactions.  As of December  
31, 1999 and 1998, the Company had repurchased and retired 500,000 shares at a  
total cost of approximately $5,540,000 (with the last purchase being made on    
September 28, 1998).  At December 31, 1999, under the most restrictive debt     
agreement, the Company could spend a maximum of $15,000,000 to buy back its     
common stock.                                                                   

On June 30, 1997, the Company acquired Boomtown and each share of Boomtown      
common stock was converted into the right to receive 0.625 of a share of the    
Company's common stock.  Approximately 5,362,850 net shares of the Company's    
common stock were issued in connection with such transaction.  In connection    
with the Boomtown Merger, the Company purchased and retired 446,491 shares of   
its common stock held by a former Boomtown shareholder.                         

Note 12- Lease Obligations                                                      

The Company leases certain equipment for use in gaming operations and general   
office equipment.  Minimum lease payments required under operating leases that  
have initial terms in excess of one year as of December 31, 1999 are as follows:

Period                   (in thousands) 
------                   -------------- 
2000                             $6,876 
2001                              5,954 
2002                              5,584 
2003                              5,181 
2004                              4,453 
Thereafter                        3,743 

Total rent expense for these long-term lease obligations for the years ended    
December 31, 1999, 1998 and 1997 was $6,481,000, $5,194,000 and $2,453,000,     
respectively.                                                                   

Note 13 - Employee Benefit Plans                                                

The Company offers a 401(k) Investment Plan (the "401(k) Plan") which is subject
to the provisions of the Employee Retirement Income Security Act of 1994.  The  
401(k) Plan is available to all employees of the Company (except those covered  
by collective bargaining agreements) who have completed a minimum of 500 hours  
of service.  Employees may contribute up to 18% (up to 15% through June 30,     
1999) of pretax income (subject to the legal limitation of $10,000 for 1999).   
The Company offers discretionary matching, and for the years ended December 31, 
1999, 1998 and 1997 matching contributions to the 401(k) Plan totaled           
$1,437,000, $987,000 and $717,000, respectively.                                

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The Company merged the 401(k) plans of Boomtown and Casino Magic into the       
Company's 401(k) Plan on July 1, 1998 and January 1, 1999, respectively.        

Prior to the sale of the Hollywood Park Race Track in September of 1999, the    
Company contributed to several collectively-bargained multi-employer pension and
retirement plans, which were administered by unions, and to a pension plan      
covering non-union employees, administered by an association of race track      
owners.  Amounts charged to pension cost and contributed to these plans for the 
years ended December 31, 1999, 1998 and 1997 totaled $948,000, $1,690,000 and   
$1,842,000, respectively.  Contributions to the collectively-bargained plans    
were determined in accordance with the provisions of negotiated labor contracts 
and generally based upon the number of employee hours or days worked.           
Contributions to the non-union plans were based on the covered employees'       
compensation.  It is management's belief that no withdrawal liability existed   
for these plans at the time of the sale of the race track.                      

On January 1, 2000, the Company instituted a nonqualified Executive Deferred    
Compensation Plan (the "Deferred Plan") to permit certain key employees to defer
receipt of current compensation in order to provide retirement benefits on      
behalf of such employees.  The Company will not make matching contributions to  
the Deferred Plan.  As a nonqualified plan (as defined by the Internal Revenue  
Service Code), all deferred compensation remains within the general assets of   
the Company and would be subject to claims of general creditors in the unlikely 
case of insolvency.  The Company has the right to amend, modify or terminate the
Deferred Plan.                                                                  

Note 14 - Related Party Transactions                                            

In June 1998, the Company and R.D. Hubbard Enterprises, Inc. ("Hubbard          
Enterprises"), which is wholly owned by Mr. Hubbard, (the Company's Chairman and
Chief Executive Officer) entered into a new Aircraft Time Sharing Agreement.    
The former agreement was entered into in November 1993.  The June 1998 Aircraft 
Time Sharing Agreement is identical to the former agreement in all respects,    
except for the type of aircraft covered by the agreement.  The Aircraft Time    
Sharing Agreement expired on December 31, 1999, and now automatically renews    
each month unless written notice of termination is given by either party at     
least two weeks before a renewal date.  The Company reimburses Hubbard          
Enterprises for expenses incurred as a result of the Company's use of the       
aircraft, which totaled approximately $176,000 in 1999, $72,000 in 1998 and     
$106,000 in 1997.                                                               

In August 1998, the Company received a promissory note for up to $3,500,000 from
Paul Alanis (effective January 1, 1999, Mr. Alanis became the Company's         
President and Chief Operating Officer and in October 1999 became a director).   
At December 31, 1998, the Company had loaned Mr. Alanis $3,232,000.  Interest on
the promissory note was at the prime interest rate.  The principal amount of the
promissory note, along with accrued interest, was paid in full in June 1999.    

Timothy J. Parrott (a director and member of the Executive Committee of the     
Company's Board of Directors) purchased 270,738 shares of Boomtown common stock 
in connection with Boomtown's 1988 acquisition of Boomtown Hotel & Casino, Inc. 
(which operates Boomtown Reno).  Mr. Parrott paid an aggregate purchase price   
for the common stock of $222,000, of which $1,000 was paid in cash and $221,000 
was paid by a promissory note secured by a pledge to Boomtown of all of the     
shares owned by Mr. Parrott.  As of October 31, 1998, Mr. Parrott resigned his  
position as Chairman of Boomtown, and the Company retained him as a consultant  
to provide services relating to gaming and other business issues.  Mr. Parrott  
was retained for a three year period, with an annual retainer of $350,000 with  
health and disability benefits equivalent to those he received as Chairman of   
Boomtown.  Mr. Parrott's $221,000 note will be forgiven in three equal parts on 
each anniversary of the consulting agreement.                                   

Marlin Torguson, who beneficially owned approximately 21.5% of the then         
outstanding common shares of Casino Magic, agreed, in connection with the Casino
Magic acquisition, to vote his Casino Magic shares in favor of the acquisition  
by the Company.  In addition, Mr. Torguson agreed to continue to serve as an    
employee of Casino Magic for three years following the acquisition, and during  
such three year period, not to                                                  

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compete with the Company or Casino Magic in any jurisdiction in which either the
Company or Casino Magic operates. The Company appointed Mr. Torguson to its     
board of directors. The Company issued to Mr. Torguson 60,000 shares of the     
Company's common stock as compensation for his three-year service as an         
employee, and will pay him $300,000 for each year, during a three-year period,  
for his non-compete agreement. In addition, the Company issued Mr. Torguson     
30,000 options to acquire the Company's common stock as of the October 15, 1998,
acquisition of Casino Magic, priced at the closing price of the Company's common
stock on that date. The foregoing payments have been and will be made to Mr.    
Torguson whether or not the Company or Casino Magic terminates Mr. Torguson's   
employment, except for termination for cause.                                   

Note 15 - Stock Option Plans                                                    

The Company has two stock option plans that provide for the granting of stock   
options to officers and key employees.  The objectives of these plans include   
attracting and retaining the best personnel, providing for additional           
performance incentives, and promoting the success of the Company.               

In 1996, the shareholders of the Company adopted the 1996 Stock Option Plan (the
"1996 Plan"), which provides for the issuance of up to 900,000 shares.  Except  
for the provisions governing the number of shares issuable under the 1996 Plan  
and except for provisions which reflect changes in tax and securities laws, the 
provisions of the 1996 Plan are substantially similar to the provisions of the  
prior plan adopted in 1993.  The 1996 Plan is administered and terms of option  
grants are established by the Board of Directors' Compensation Committee.  Under
the terms of the 1996 Plan, options alone or coupled with stock appreciation    
rights may be granted to selected key employees, directors, consultants and     
advisors of the Company.  Options become exercisable ratably over a vesting     
period as determined by the Compensation Committee and expire over terms not    
exceeding ten years from the date of grant, one month after termination of      
employment, or six months after the death or permanent disability of the        
optionee.  The purchase price for all shares granted under the 1996 Plan shall  
be determined by the Compensation Committee, but in the case of incentive stock 
options, the price will not be less than the fair market value of the common    
stock at the date of grant.  On April 26, 1996, the Company amended the non-    
qualified stock option agreements issued through this date, to lower the per    
share price of the outstanding options to $10.00.                               

As of December 31, 1999, the 1996 Stock Option Plan is the only plan with stock 
option awards available for grant; all of the 625,000 shares eligible for       
issuance under the 1993 Stock Option Plan have been granted.  Of the 900,000    
shares eligible for issuance under the 1996 Stock Option Plan, 554,449 have been
granted.  In addition, 721,077 shares (with a weighted average exercise price of
$9.98 per share) of Pinnacle Entertainment common stock are issuable upon       
exercise of options granted under pre-merger stock option plans of Boomtown.  Of
such Boomtown stock options, 711,742 (with a weighted average exercise price of 
$9.99) are currently vested.   In addition, 256,136 shares (with a weighted     
average exercise price of $24.57 per share) of Pinnacle Entertainment common    
stock are issuable upon exercise of options granted under pre-merger stock      
options plans of Casino Magic.  Of such Casino Magic stock options, 169,590     
(with a weighted average exercise price of $23.65 per share) are currently      
vested.                                                                         

On September 10, 1998, the Company granted 817,500 options (625,000 at an       
exercise price of $10.1875, and 192,500 at an exercise price of $18.00) outside 
of the 1993 and 1996 Plans to the new executive management team hired as of     
January 1, 1999.  As of December 31, 1999, none of these options were exercised.

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The following table summarizes information related to shares under option and   
shares available for grant under the Company's 1993 and 1996 Plans:             

                                                        [Enlarge/Download Table]

                                                                                       Weighted   
                                                                                        Average   
                                                                    Number             Exercise   
                                                                  of Shares              Price    
                                                              ---------------      ---------------
                                                                                                  
 Options outstanding at December 31, 1996                             622,500               $10.00
     Granted                                                          261,000               $14.75
     Exercised, expired or forfeited                                  (26,001)              $10.00
--------------------------------------------------------------------------------------------------
 Options outstanding at December 31, 1997                             857,499               $11.50
     Granted                                                          219,188               $12.66
     Exercised, expired or forfeited                                 (249,866)              $10.00
--------------------------------------------------------------------------------------------------
 Options outstanding at December 31, 1998                             826,821               $12.02
     Granted                                                          278,500               $11.73
     Exercised, expired or forfeited                                 (253,478)              $11.72
--------------------------------------------------------------------------------------------------
 Options outstanding at December 31, 1999                             851,843               $12.01
==================================================================================================
 Options exercisable at:                                                                          
     December 31, 1999                                                474,426               $11.86
     December 31, 1998                                                584,846               $10.00
     December 31, 1997                                                696,813               $10.00
==================================================================================================

The following table summarizes information about stock options under the 1993   
and 1996 Plans outstanding as of December 31, 1999:                             

                                                        [Enlarge/Download Table]

                                        Outstanding                   Exercisable           
                                        -----------                   -----------           
                                                  Weighted                      Weighted    
                                   Number of      Average        Number of      Average     
Range of                           Shares at      Exercise       Shares at      Exercise    
Exercise Price                     12/31/99        Price         12/31/99        Price      
--------------------------------------------------------------------------------------------
                                                                                            
     $8.63 to $10.00                 457,633       $   9.80        271,633       $   9.94   
     $10.19 to $14.81                363,210       $  14.34        197,460       $  14,34   
     $16.50 to $18.19                 31,000       $  17.33          5,333       $  17.31   
--------------------------------------------------------------------------------------------
     $8.63 to $18.19                 851,843       $  12.01        474,426       $  11.86   
============================================================================================

The weighted average remaining contractual life of the outstanding options under
the Company's 1993 and 1996 Plans as of December 31, 1999 is approximately 8.3  
years.                                                                          

Accounting for Stock-Based Compensation                                         

The Company estimated the fair market value of stock options using an option-   
pricing model taking into account, as of the date of grant, the exercise price  
and expected life of the option, the then current price of the underlying stock 
and its expected volatility, expected dividend on the stock, and the risk-free  
interest rate for the expected term of the options.                             

In computing the stock-based compensation, the following assumptions were made: 

                                                        [Enlarge/Download Table]

                                            Risk-Free                                                          
                                             Interest                             Expected         Expected    
                                               Rate          Expected Life       Volatility        Dividends   
                                          --------------   ------------------  --------------   ---------------
                                                                                                               
Options granted in the following periods:                                                                      
  Third quarter 1997                                 5.0%             3 years            47.8%        None     
  Third quarter 1998                                 4.5%            10 years            40.1%        None     
  Fourth quarter 1998                                4.5%       3 to 10 years            40.1%        None     
  Fourth quarter 1999                                4.6%            10 years            47.3%        None     

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The following sets forth the pro forma financial results related to the         
Company's employee stock-based compensation plans, with respect to the options  
estimated fair value, based on the Company's stock price at the grant date:     

                                                        [Enlarge/Download Table]

                                                                         For the years ended December 31,                
                                                        -----------------------------------------------------------------
                                                                1999                   1998                   1997       
                                                        -------------------    -------------------    -------------------
                                                                       (in thousands, except per share data)             
                                                                                                                         
Net income before stock-based compensation expense                  $44,047                $13,169                $ 8,670
Stock-based compensation expense                                      1,510                  1,905                    629
                                                        -------------------    -------------------    -------------------
Pro forma net income                                                $42,537                $11,264                $ 8,041
                                                        ===================    ===================    ===================
Dividend requirements on convertible preferred stock                $     0                $     0                $ 1,520
Pro forma net income attributed to common stockholders              $42,537                $11,264                $ 6,521
                                                        ===================    ===================    ===================
Net income per common share:                                                                                             
  Net income - basic                                                $  1.64                $  0.43                $  0.30
  Net income - diluted                                              $  1.62                $  0.43                $  0.29
Number of shares - basic                                             25,966                 26,115                 22,010
Number of shares - diluted                                           26,329                 26,115                 22,340

Note 16 - Commitments and Contingencies                                         

Belterra Casino Resort  The Company plans to spend approximately $200,000,000   
($30,635,000 of which has been spent as of December 31, 1999) in total costs    
(including land, capitalized interest, pre-opening expenses, organizational     
expenses and community grants) on the Belterra Casino Resort, which will feature
a 15-story, 308-room hotel, a cruising riverboat casino with approximately 1,800
gaming positions, an 18-hole championship golf course, a 1,500 seat             
entertainment facility, four restaurants, retail areas and other amenities.  As 
of December 31, 1999, the Company has contractual commitments of $113,301,000   
for construction contracts executed as of such date.                            

Employment and Severance Agreements  The Company has employment agreements with 
five employees (including three officers) which grant these employees the right 
to receive their annual salary for up to the balance of the contract period,    
plus extension of certain benefits and the immediate vesting of certain stock   
options, if the employee terminates the contract for good reason (as defined and
which definition includes a change in control), or if the Company terminates the
employee without cause (as defined).  At December 31, 1999, the maximum         
contingent liability for salary and incentive compensation under these          
agreements was approximately $3,850,000.                                        

In addition, the Company has severance agreements with three employees which    
grant the employees the right to receive up to two and one-half times their     
annual salary and two and one-half times their incentive compensation, as well  
as the extension of certain benefits, if there is a change in control (as       
defined).  At December 31, 1999, the maximum contingent liability for salary and
incentive compensation under these agreements was approximately $1,574,000.     
Eleven employees have the right to receive severance payments if their          
employment is terminated.  At December 31, 1999, the maximum contingent         
liability for these severance payments was approximately $195,000.  There are   
also three former employees entitled to future compensation under severance     
agreements.  At December 31, 1999, the contingent liability for such            
compensation was approximately $251,000.                                        

The Company also has (i) a consulting agreement until October 31, 2001, with a  
former employee (now a director) for which the contingent liability at December 
31, 1999 was $788,000, and (ii) a non-compete agreement with a director for     
which the contingent liability at December 31, 1999 was $550,000.               

Legal Poulos Lawsuit  A class action lawsuit was filed on April 26, 1994, in the
--------------                                                      
United States District Court, Middle District of Florida (the "Poulos Lawsuit"),
naming as defendants 41 manufacturers, distributors and casino operators of     
video poker and electronic slot machines, including Casino Magic.  The lawsuit  
alleges that the defendants have engaged in a course of fraudulent and          
misleading conduct intended to induce                                           

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people to play such games based on false beliefs concerning the operation of the
gaming machines and the extent to which there is an opportunity to win. The suit
alleges violations of the Racketeer Influenced and Corrupt Organization Act, as 
well as claims of common law fraud, unjust enrichment and negligent             
misrepresentation, and seeks damages in excess of $6 billion. On May 10, 1994, a
second class action lawsuit was filed in the United States District Court,      
Middle District of Florida (the "Ahern Lawsuit"), naming as defendants the same 
defendants who were named in the Poulos Lawsuit and adding as defendants the    
owners of certain casino operations in Puerto Rico and the Bahamas, who were not
named as defendants in the Poulos Lawsuit. The claims in the Ahern Lawsuit are  
identical to the claims in the Poulos Lawsuit. Because of the similarity of     
parties and claims, the Poulos Lawsuit and Ahern Lawsuit were consolidated into 
one case file in the United States District Court, Middle District of Florida.  
On December 9, 1994 a motion by the defendants for change of venue was granted, 
transferring the case to the United States District Court for the District of   
Nevada, in Las Vegas. In an order dated April 17, 1996, the court granted       
motions to dismiss filed by Casino Magic and other defendants and dismissed the 
Complaint without prejudice. The plaintiffs then filed an amended Complaint on  
May 31, 1996 seeking damages against Casino Magic and other defendants in excess
of $1 billion and punitive damages for violations of the Racketeer Influenced   
and Corrupt Organizations Act and for state common law claims for fraud, unjust 
enrichment and negligent misrepresentation. Casino Magic and other defendants   
have moved to dismiss the amended Complaint. The Company believes that the      
claims are without merit and does not expect that the lawsuit will have a       
materially adverse effect on the financial condition or results of operations of
the Company.                                                                    

Casino America Litigation  On or about September 6, 1996, Casino America, Inc.  
-------------------------                                                       
commenced litigation in the Chancery Court of Harrison County, Mississippi,     
Second Judicial District, against Casino Magic, and James Edward Ernst, its then
Chief Executive Officer, seeking injunctive relief and unspecified compensatory 
damages in an amount to be proven at trial as well as punitive damages.  The    
plaintiff claims, among other things, that the defendants (i) breached the terms
of an agreement they had with the plaintiff, (ii) tortiously interfered with    
certain of the plaintiff's business relations; and (iii) breached covenants of  
good faith and fair dealing they allegedly owed to the plaintiff.  On or about  
October 8, 1996, the defendants interposed an answer, denying the allegations   
contained in the Complaint.  On June 26, 1998, defendants filed a motion for    
summary judgment.  Thereafter, plaintiffs, in July of 1998, filed a motion to   
reopen discovery.  Both of these motions are pending.  On November 30, 1999, the
matter was transferred to the First Judicial District Court for Harrison County,
Mississippi.  No trial date has been set.  While the Company cannot predict the 
outcome of this action, it believes plaintiff's claims are without merit and    
intends to vigorously defend this action.                                       

Bus Litigation  On May 9, 1999, a bus owned and operated by Custom Bus Charters,
--------------                                                                  
Inc. was involved in an accident in New Orleans, Louisiana while en route to    
Casino Magic in Bay St. Louis, Mississippi.  To date, multiple deaths and       
numerous injuries are attributed to this accident and the Company's             
subsidiaries, Casino Magic Corp. and / or Mardi Gras Casino Corp., together with
several other defendants, have been named in thirty-eight (38) lawsuits, each   
seeking unspecified damages due to the deaths and injuries sustained in this    
accident.  While the Company cannot predict the outcome of the litigation, the  
Company believes Casino Magic is not liable for any damages arising from this   
accident and the Company and its insurers intend to vigorously defend these     
actions.                                                                        

Skrmetta Lawsuit  A suit was filed on August 14, 1998 in the Circuit Court of   
----------------                                                                
Harrison County, Mississippi by the ground lessor of property underlying        
Boomtown Biloxi landbased improvements in Biloxi, Mississippi (the "Project").  
The lawsuit alleges that the plaintiff agreed to exchange the first two years'  
ground rentals for an equity position in the Project based upon defendants'     
purported assurances that a hotel would be constructed as a component of the    
Project.  Plaintiff seeks recovery in excess of $4,000,000 plus punitive        
damages.  No substantive developments in the matter occurred prior to July 30,  
1999 when the court denied the defendants' motions to arbitrate, and to stay,   
the matter.  Trial of the matter will commence on March 28, 2000.  The Company  
believes that the claims are without merit and intends to contest the matter    
vigorously.                                                                     

The Company is party to a number of other pending legal proceedings in the      
ordinary course of business, though management does not expect that the outcome 
of such proceedings, either individually or in the aggregate, will have a       
material effect on the Company's financial condition or results of operations.  

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Note 17 - Unaudited Quarterly Information; Supplementary Financial Information  

The following is a summary of unaudited quarterly financial data for the years  
ended December 31, 1999 and 1998:                                               

                                                        [Enlarge/Download Table]

                                                                                1999                                 
                                            -------------------------------------------------------------------------
                                                Dec. 31,           Sept. 30,           June 30,            Mar. 31,  
                                            ---------------     -------------      ---------------     --------------
                                                               (in thousands, except per share data)                 
                                                                                                                     
Revenues                                           $150,675          $184,655             $199,529           $171,998
(Gain) loss on dispositions of assets, net         $     78          $(42,139)            $      0           $      0
Pre opening costs                                  $    827          $    684             $    802           $    707
Operating income                                   $ 18,937          $ 70,246             $ 33,183           $ 21,838
Net income                                         $  3,971          $ 26,232             $  9,711           $  4,133

Net income per common share:                                                                                         
  Net income - basic                               $   0.15          $   1.01             $   0.38           $   0.16
  Net income - diluted                             $   0.15          $   0.98             $   0.37           $   0.16

                                                        [Enlarge/Download Table]

                                                                                1998                                  
                                            ------------------------------------------------------------------------- 
                                                Dec. 31,           Sept. 30,           June 30,            Mar. 31,   
                                            ---------------     -------------      ---------------     -------------- 
                                                               (in thousands, except per share data)                  
                                                                                                                      
Revenues                                           $158,218          $ 87,467             $103,125           $ 78,157 
(Gain) loss on dispositions of assets, net         $    635          $  1,586             $      0           $      0 
Pre opening costs                                  $    361          $    367             $     93           $      0 
Operating income                                   $ 18,906          $  6,337             $ 17,602           $  1,658 
Net income (loss)                                  $  4,302          $  1,972             $  8,129            ($1,234)

Net income (loss) per common share:                                                                                   
  Net income (loss) - basic                        $   0.17          $   0.08             $   0.31             ($0.05)
  Net income (loss) - diluted                      $   0.17          $   0.08             $   0.31             ($0.05)

(a) No dividends were paid in 1999 or 1998.                               

(b) Net income per share calculations for each quarter are based on the   
  weighted average number of shares outstanding during the respective periods;
 accordingly, the sum of the quarters may not equal the full year income per
share.                                                                    

  (c) The Company acquired Casino Magic on October 15, 1998, and accounted for
the acquisition under the purchase method of accounting for a business    
combination, and therefore, Casino Magic's results of operations are not  
included prior to its acquisition date.                                   

   (d) Hollywood Park Race Track and Casino were sold on September 10, 1999, and
accordingly, results of operations after that date are excluded.          

Note 18 - Fair Value of Financial Instruments                                   

Due to the short term maturity of financial instruments classified as current   
assets and liabilities, the fair value approximates the carrying value.  It is  
not practical to estimate the fair value of long term receivables and long term 
debt instruments, other than the 9.25% Notes, 9.5% Notes and the Casino Magic   
13% Notes, because there are no quoted market prices for transactions of a      
similar nature.                                                                 

Based on quoted market values at December 31, 1999, the carrying values of the  
9.25% Notes and the 9.5% Notes approximate fair value and the carrying value of 
$119,800,000 for the Casino Magic 13% Notes is below the fair value by          
approximately $3,500,000.                                                       

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Note 19 - Consolidating Condensed Financial Information                         

The Company's subsidiaries (excluding Casino Magic of Louisiana, Corp., Casino  
Magic Argentina and certain non-material subsidiaries) have fully and           
unconditionally guaranteed the payment of all obligations under the 9.25% Notes 
and the 9.5% Notes. Separate financial statements and other disclosures         
regarding the subsidiary guarantors are not included herein because management  
has determined that such information is not material to investors. In lieu      
thereof, the Company includes the following:                                    

Pinnacle Entertainment, Inc.  
Consolidating Condensed Financial Information 
As of and for the year ended December 31, 1999  

                                                        [Enlarge/Download Table]

                                                                                      (b)                                    
                                                                      (a)           Wholly                                   
                                                                    Wholly          Owned       Consolidating    Pinnacle    
                                                   Pinnacle          Owned           Non-            and        Entertainment
                                                 Entertainment,    Guarantor      Guarantor      Eliminating         Inc.    
                                                     Inc.        Subsidiaries    Subsidiaries      Entries      Consolidated 
                                                    -----        ------------    ------------      -------      ------------ 
                                                                               (in thousands)                                
                                                                                                                             
As of and for the year                                                                                                       
  ended Dec. 31, 1999                                                                                                        
Balance Sheet                                                                                                                
-------------                                                                                                                
Current assets                                       $220,216        $188,330        $ 28,928      $        0    $  437,474  
Property, plant and equipment, net                     36,671         311,165          89,879               0       437,715  
Other non-current assets                               28,369          40,788          44,599          56,463       170,219  
Investment in subsidiaries                            340,840          86,215               0        (427,055)            0  
Inter-company                                         239,469         173,002          31,493        (443,964)            0  
                                                     --------        --------        --------      ----------    ----------  
                                                     $865,565        $799,500        $194,899       ($814,556)   $1,045,408  
                                                     ========        ========        ========      ==========    ==========  

Current liabilities                                  $ 75,933        $ 52,159        $ 16,916      $        0    $  145,008  
Notes payable, long term                              502,421           3,393         112,884               0       618,698  
Other non-current liabilities                          (7,165)             83          20,114         (12,206)          826  
Inter-company                                          13,500         406,437          24,031        (443,968)            0  
Equity                                                280,876         337,428          20,954        (358,382)      280,876  
                                                     --------        --------        --------      ----------    ----------  
                                                     $865,565        $799,500        $194,899       ($814,556)   $1,045,408  
                                                     ========        ========        ========      ==========    ==========  

Statement of Operations                                                                                                      
-----------------------                                                                                                      
Revenues:                                                                                                                    
  Gaming                                             $ 33,638        $368,993        $154,895      $        0    $  557,526  
  Racing                                               39,714          15,495               0               0        55,209  
  Food and beverage                                     8,073          27,823           3,921               0        39,817  
  Equity in subsidiaries                               78,679          42,974               0        (121,653)            0  
  Other                                                 6,661          44,324           3,320               0        54,305  
                                                     --------        --------        --------      ----------    ----------  
                                                      166,765         499,609         162,136        (121,653)      706,857  
                                                     --------        --------        --------      ----------    ----------  
Expenses:                                                                                                                    
  Gaming                                               18,241         200,594          90,673               0       309,508  
  Racing                                               15,843           6,851               0               0        22,694  
  Food and beverage                                    11,060          31,237           4,261               0        46,558  
  Administrative and other                             34,124         114,633          25,273               0       174,030  
  (Gain) loss on disposition of assets                (42,828)            767               0               0       (42,061) 
  Depreciation and amortization                         5,295          35,480           9,664           1,485        51,924  
                                                     --------        --------        --------      ----------    ----------  
                                                       41,735         389,562         129,871           1,485       562,653  
                                                     --------        --------        --------      ----------    ----------  
Operating income (loss)                               125,030         110,047          32,265        (123,138)      144,204  
Interest expense, net                                  41,030          (1,460)         17,974               0        57,544  
                                                     --------        --------        --------      ----------    ----------  
Income (loss) before minority interests and taxes      84,000         111,507          14,291        (123,138)       86,660  
Minority interests                                          0           1,687               0               0         1,687  
Income tax expense                                     38,469              10           2,447               0        40,926  
                                                     --------        --------        --------      ----------    ----------  
Net income (loss)                                    $ 45,531        $109,810        $ 11,844       ($123,138)   $   44,047  
                                                     ========        ========        ========      ==========    ==========  

Statement of Cash Flows                                                                                                      
-----------------------                                                                                                      
Net cash provided by (used in) operating activities  $    592        $ 56,861        $ 19,632         ($1,762)   $   75,323  
Net cash provided by (used in) investing activities       897         (49,100)         (2,860)              0       (51,063) 
Net cash provided by (used in) financing activities    66,941          (3,149)         (8,924)              0        54,868  

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Pinnacle Entertainment, Inc.  
Consolidating Condensed Financial Information 
As of and for the year ended December 31, 1998  

                                                        [Enlarge/Download Table]

                                                 Hollywood                                                                        
                                                   Park                                                                           
                                  Pinnacle       Operating                    (b)           (c)                                   
                               Entertainment,       Co.        (a)          Wholly      Non Wholly                                
                                    Inc.        (Co-Obligor   Wholly        Owned         Owned       Consolidating    Pinnacle   
                                 Guarantor      9.5% Notes/   Owned          Non-          Non-            And      Entertainment,
                                  (Parent        Guarantor  Guarantor     Guarantor     Guarantor      Eliminating       Inc.     
                                  Obligor)    9.25% Notes)  Subsidiaries  Subsidiaries  Subsidiaries      Entries    Consolidated 
                               -------------- ------------  ------------  ------------  ------------  -------------- -------------
                                                                          (in thousands)                                          
                                                                                                                                  
As of and for the year                                                                                                            
  ended Dec. 31, 1998                                                                                                             
Balance Sheet                                                                                                                     
-------------                                                                                                                     
Current assets                 $   14,820    $  2,574        $   69,790       $ 17,726     $15,046        ($19,808)     $ 100,148 
Property, plant and                                                                                                               
  equipment, net                   85,870       1,953           421,380         92,218       1,491               0        602,912 
Other non-current assets           41,365       4,196            31,275         53,452       7,591          50,400        188,279 
Investment in subsidiaries        279,442      17,839           174,141              0           0        (471,422)             0 
Inter-company                     252,556     144,569           303,855              0       5,012        (705,992)             0 
                               ----------    --------        ----------       --------     -------    ------------      --------- 
                               $  674,053    $171,131        $1,000,441       $163,396     $29,140     ($1,146,822)     $ 891,339 
                               ==========    ========        ==========       ========     =======    ============      ========= 

Current liabilities            $   11,048    $ 12,547        $   79,178       $ 29,266     $ 5,604         ($9,051)     $ 128,592 
Notes payable, long term          279,018     125,228            10,042        118,349           0          (5,018)       527,619 
Other non-current                                                                                                                 
  liabilities                       5,889           0             9,747          2,727       7,532         (25,495)           400 
Inter-company                     147,122      23,323           564,207              0      21,549        (756,201)             0 
Minority interest                       0           0             4,366              0           0            (614)         3,752 
Equity                            230,976      10,033           332,901         13,054      (5,545)       (350,443)       230,976 
                               ----------    --------        ----------       --------     -------    ------------      --------- 
                               $  674,053    $171,131        $1,000,441       $163,396     $29,140     ($1,146,822)     $ 891,339 
                               ==========    ========        ==========       ========     =======    ============      ========= 
Statement of Operations                                                                                                           
-----------------------                                                                                                           
Revenues:                                                                                                                         
  Gaming                       $   46,255    $      0        $  221,029       $ 21,985     $ 3,788    $          0      $ 293,057 
  Racing                                0      39,618            27,253              0           0               0         66,871 
  Food and beverage                 4,881           0            25,008            381         240               0         30,510 
  Equity in subsidiaries           20,812           0             3,390              0           0         (24,202)             0 
  Inter-company                         0           0            22,856              0           0         (22,856)             0 
  Other                             3,797       1,983            30,487            214          48               0         36,529 
                               ----------    --------        ----------       --------     -------    ------------      --------- 
                                   75,745      41,601           330,023         22,580       4,076         (47,058)       426,967 
                               ----------    --------        ----------       --------     -------    ------------      --------- 
Expenses:                                                                                                                         
  Gaming                           27,167           0           118,813         14,602         967               0        161,549 
  Racing                                0      17,198            12,118              0           0               0         29,316 
  Food and beverage                 9,613           0            28,490            566         191               0         38,860 
  Administrative and other         19,035      14,254            80,451          3,394       1,263               0        118,397 
  Loss on write off of assets       1,586           0               635              0           0               0          2,221 
  Depreciation and                                                                                                                
    amortization                    4,346       3,985            21,451          1,429         306             604         32,121 
                               ----------    --------        ----------       --------     -------    ------------      --------- 
                                   61,747      35,437           261,958         19,991       2,727             604        382,464 
                               ----------    --------        ----------       --------     -------    ------------      --------- 
Operating income (loss)            13,998       6,164            68,065          2,589       1,349         (47,662)        44,503 
Interest expense                    6,871      12,565              (226)         3,308           0               0         22,518 
Inter-company interest                  0           0            22,856              0           0         (22,856)             0 
                               ----------    --------        ----------       --------     -------    ------------      --------- 
Income (loss) before                                                                                                              
    minority interests and                                                                                                        
    taxes                           7,127      (6,401)           45,435           (719)      1,349         (24,806)        21,985 
Minority interests                      0           0                 0              0           0             374            374 
Income tax expense                                                                                                                
    (benefit)                      (6,213)          0            14,164              0         491               0          8,442 
                               ----------    --------        ----------       --------     -------    ------------      --------- 
Net income (loss)              $   13,340     ($6,401)       $   31,271          ($719)    $   858        ($25,180)     $  13,169 
                               ==========    ========        ==========       ========     =======    ============      ========= 

Statement of Cash Flows                                                                                                           
-----------------------                                                                                                           
Net cash provided by                                                                                                              
  (used in) operating                                                                                                             
  activities                    ($153,372)   $  1,965        $  203,874       $  7,042     $ 1,055        ($22,452)     $  38,112 
Net cash provided by                                                                                                              
  (used in) investing                                                                                                             
  activities                      (89,208)     (2,132)          (57,942)        (5,844)        (72)         18,666       (136,532)
Net cash provided by                                                                                                              
  (used in) financing                                                                                                             
  activities                      261,682         (27)         (140,773)             0           0          (2,384)       118,498 

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Pinnacle Entertainment, Inc.  
Consolidating Condensed Financial Information 
As of and for the year ended December 31, 1997  

                                                        [Enlarge/Download Table]

                                              Hollywood                                                                             
                                                 Park                                                                               
                               Pinnacle       Operating                       (b)             (c)                                   
                            Entertainment,       Co.            (a)         Wholly       Non Wholly                                 
                                 Inc.        (Co-Obligor      Wholly         Owned          Owned      Consolidating      Pinnacle  
                               Guarantor     9.5% Notes/       Owned          Non-           Non-           and       Entertainment,
                                (Parent       Guarantor      Guarantor     Guarantor      Guarantor     Eliminating        Inc.     
                               Obligor)      9.25% Notes)  Subsidiaries   Subsidiaries   Subsidiaries     Entries      Consolidated 
                            ---------------  ------------  -------------  -------------  ------------- --------------  -------------
                                                                          (in thousands)                                            
                                                                                                                                    
As of and for the year                                                                                                              
  ended Dec. 31, 1997                                                                                                               
Balance Sheet                                                                                                                       
-------------                                                                                                                       
Current assets                  $ 19,844    $    8,568      $  25,074       $ 6,720          $0           $        0    $ 60,206    
Property, plant and                                                                                                                 
  equipment, net                  68,515        23,753        140,105        68,293           0                    0     300,666    
Other non-current assets          22,306             0         29,320         7,611           0               (1,080)     58,157    
Investment in subsidiaries       126,121        15,132        116,020             0           0             (257,273)          0    
Inter-company                    125,210       148,380        122,035             0           0             (395,625)          0    
                                --------    ----------      ---------       -------          --           ----------    --------    
                                $361,996    $  195,833      $ 432,554       $82,624          $0            ($653,978)   $419,029    
                                ========    ==========      =========       =======          ==           ==========    ========    

Current liabilities             $ 16,890    $   14,232      $  19,583       $ 6,612          $0           $        0    $ 57,317    
Notes payable, long term           2,406       125,256          1,936         2,504           0                    0     132,102    
Other non-current liabilities      4,753         5,202             83             0           0               (3,728)      6,310    
Inter-company                    146,145        21,589        178,448        49,443           0             (395,625)          0    
Minority interest                      0             0              0             0           0                1,946       1,946    
Equity                           191,802        29,554        232,504        24,065           0             (256,571)    221,354    
                                --------    ----------      ---------       -------          --           ----------    --------    
                                $361,996    $  195,833      $ 432,554       $82,624          $0            ($653,978)   $419,029    
                                ========    ==========      =========       =======          ==           ==========    ========    
Statement of Operations                                                                                                             
-----------------------                                                                                                             
Revenues:                                                                                                                           
  Gaming                        $ 50,820    $        0      $  58,622       $28,217          $0           $        0    $137,659    
  Racing                               0        39,930         28,914             0           0                    0      68,844    
  Food and beverage                4,659             0         13,483         1,752           0                    0      19,894    
  Equity in subsidiaries          13,963         3,735            (43)            0           0              (17,655)          0    
  Inter-company                        0             0          4,823             0           0               (4,823)          0    
  Other                            4,601         1,808         13,789         1,533           0                    0      21,731    
                                --------    ----------      ---------       -------          --           ----------    --------    
                                  74,043        45,473        119,588        31,502           0              (22,478)    248,128    
                                --------    ----------      ---------       -------          --           ----------    --------    
Expenses:                                                                                                                           
  Gaming                          28,353             0         32,370        14,010           0                    0      74,733    
  Racing                               0        17,822         12,482             0           0                    0      30,304    
  Food and beverage                9,658             0         13,784         2,303           0                    0      25,745    
  Administrative and other        18,282        14,536         33,277         8,792           0                    0      74,887    
  REIT restructuring               2,483             0              0             0           0                    0       2,483    
  Depreciation and                                                                                                                  
    amortization                   4,632         3,804          6,229         3,459           0                   33      18,157    
                                --------    ----------      ---------       -------          --           ----------    --------    
                                  63,408        36,162         98,142        28,564           0                   33     226,309    
                                --------    ----------      ---------       -------          --           ----------    --------    
Operating income (loss)           10,635         9,311         21,446         2,938           0              (22,511)     21,819    
Interest expense                   1,789         5,368            (37)          182           0                    0       7,302    
Inter-company interest                 0             0          2,244         2,579           0               (4,823)          0    
                                --------    ----------      ---------       -------          --           ----------    --------    
Income (loss) before                                                                                                                
    minority interests and                                                                                                          
    taxes                          8,846         3,943         19,239           177           0              (17,688)     14,517    
Minority interests                     0             0              0             0           0                   (3)         (3)   
Income tax expense                 4,124             0          1,726             0           0                    0       5,850    
                                --------    ----------      ---------       -------          --           ----------    --------    
Net income (loss)               $  4,722    $    3,943      $  17,513       $   177          $0             ($17,685)   $  8,670    
                                ========    ==========      =========       =======          ==           ==========    ========    

Statement of Cash Flows                                                                                                             
-----------------------                                                                                                             
Net cash provided by                                                                                                                
  (used in) operating                                                                                                               
  activities                    $ 19,559     ($122,039)     $ 129,260       $ 5,250          $0             ($17,665)   $ 14,365    
Net cash provided by                                                                                                                
  (used in) investing                                                                                                               
  activities                      14,747        (3,139)       (23,516)       (4,328)          0                   10     (16,226)   
Net cash provided by                                                                                                                
  (used in) financing                                                                                                               
  activities                         475       124,975       (114,345)       (2,373)          0                  877       9,609    

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_____                                                                           
(a)  All of the subsidiaries mentioned in this footnote (a) became wholly owned 
 subsidiaries of the Company at different points in time, in some cases,
   during the periods presented. All of such subsidiaries were guarantors on
  both the 9.5% Notes and the 9.25% Notes. The following subsidiaries were
treated as guarantors for all periods presented: Turf Paradise, Inc., 
    Hollywood Park Food Services, Inc. (through September 10, 1999), Hollywood
    Park Fall Operating Company (through September 10, 1999) and, with respect
     to the 9.25% Notes, Hollywood Park Operating Company (through September 10,
   1999) (it was a co-obligor on the 9.5% Notes through September 10, 1999).
     The following subsidiaries were treated as guarantors for periods beginning
     on June 30, 1997, when the Boomtown Merger was consummated: Boomtown, Inc.,
 Boomtown Hotel & Casino, Inc., Bay View Yacht Club, Inc., Louisiana - I
    Gaming, Louisiana Gaming Enterprises, Inc., and Boomtown Hoosier, Inc. The
    following subsidiaries were treated as guarantors for periods beginning on
October 15, 1998, when the Casino Magic Merger was consummated: Casino
  Magic Corp., Mardi Gras Casino Corp., Biloxi Casino Corp., Bay St. Louis
    Casino Corp., Casino Magic Finance Corp., Casino Magic American Corp., and
Casino One Corporation. HP Casino, Inc., HP Yakama, Inc., and HP      
   Consulting, Inc., were treated as guarantors beginning in 1997 when these
    subsidiaries began operations. HP/Compton, Inc. was treated as a guarantor
  beginning in October 1996 when this subsidiary began operations. Crystal
   Park Hotel and Casino Development Company, LLC and Mississippi - I Gaming
L.P. were treated as wholly owned guarantors for periods beginning in 
    January 1998 and October 1998, respectively, when the Company acquired the
outstanding minority interests therein and they became wholly owned   
subsidiaries.                                                         
(b)  The following wholly owned subsidiaries were not guarantors on either the  
 9.5% Notes or the 9.25% Notes and became subsidiaries of the Company on
   October 15, 1998, when the Casino Magic Merger was consummated: Jefferson
Casino Corporation, Casino Magic of Louisiana, Corp., and Casino Magic
    Management Services, Corp.  In October 1999, Casino Magic Neuquen S.A. and
its subsidiary Casino Magic Support Services, became wholly owned     
     subsidiaries of the Company but remain non-guarantors of the 9.5% Notes and
9.25% Notes.                                                          
(c)  The following non-wholly owned subsidiaries were not guarantors on either  
     the 9.5% notes or the 9.25% Notes and became subsidiaries of the Company on
October 15, 1998, when the Casino Magic Merger was consummated: Casino
   Magic Neuquen S.A. and its subsidiary, Casino Magic Support Services S.A.

Note 20 - Subsequent Events                                                     

On March 8, 2000, the Company announced it had received a proposal pursuant to  
which Harveys Casino Resorts ("Harveys") would acquire all of the outstanding   
shares of common stock of Pinnacle Entertainment for cash at $25 per fully      
diluted share (the "Acquisition Proposal"). The Acquisition Proposal is subject 
to, among other things, the execution of a definitive agreement containing the  
customary terms and conditions, including regulatory approval, the agreement of 
Pinnacle Entertainment's senior management to retain an equity interest in the  
combined company and the approval of a majority of Pinnacle Entertainment's     
shareholders. The Company's Board of Directors, excluding management members,   
agreed to evaluate the Acquisition Proposal and to negotiate on an exclusive    
basis through the end of March 2000. Harveys Casino Resorts is majority owned by
Colony Capital, Inc., a private investment firm.                                

On March 14, 2000, Harbor Finance Partners filed a class action lawsuit in the  
Chancery Court of the State of Delaware against the Company, and each of its    
directors, claiming that the defendants have breached their fiduciary duty to   
the stockholders of the Company by agreeing to negotiate exclusively with       
Harveys Resorts Casinos, a majority owned company of Colony Capital, Inc. (see  
Acquisition Proposal discussion above). On March 21, 2000, a similar class      
action lawsuit was filed by Leta Hilliard in the Superior Court of the State of 
California. The lawsuits claim that the Company and its directors have failed to
undertake an appropriate evaluation of the Company's worth and engage in an     
auction of the Company with third parties, and that the price for the stock is  
inadequate. The Company intends to vigorously defend these actions and believes 
no basis exists for the plaintiffs' claims.                                     

On March 17, 2000, the Company completed the sale of approximately 42 acres of  
the 139 acres retained in the Churchill Downs transaction for $24,200,000 in    
cash (see Note 4).  The Company anticipates an after tax gain of approximately  
$13,800,000 from this sale.                                                     

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Part IV 

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K       
-------------------------------------------------------------------------       

(a) The following documents filed as a part of this report.                     

1.   Financial Statements - See index to Consolidated Financial Statements in   
Item 8 (Financial Statements and Supplementary Data) of this Amendment
No. 1. to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.                                              
2.   Financial Statement Schedules - Schedule II - Condensed financial          
  information of the Company was filed with the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, filed March 29,
2000.                                                                 

3.   Exhibits                                                                   

Exhibit                                                                         
Number                             Description of Exhibit                       
-------                            ----------------------                       
2.1      Agreement and Plan of Merger, by and among Hollywood Park, Inc., HP  
         Acquisition, Inc. and Boomtown, Inc., dated April 23, 1996, is hereby
     incorporated by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K, filed May 3, 1996.                      
2.2      Agreement and Plan of Merger, dated as of February 19, 1998, among   
         Casino Magic Corp., Hollywood Park, Inc. and HP Acquisition II, Inc.,
       is hereby incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K, filed February 26, 1998.        
3.1      Certificate of Incorporation of Hollywood Park, Inc., is hereby      
       incorporated by reference to Exhibit 3.1 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.2      Restated By-laws of Hollywood Park, Inc. are hereby incorporated by  
         reference to Exhibit 3.2 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.3      Certificate of Ownership and Merger, dated February 23, 2000, merging
    Pinnacle Entertainment, Inc. into Hollywood Park, Inc. is hereby
    incorporated by reference to Exhibit 3.3 to the Company's Annual
    Report on Form 10-K for the fiscal year ended December 31, 1999.
 3.4      Articles of Incorporation of HP/Compton, Inc., are hereby incorporated
   by reference to Exhibit 3.9 to the Company's Amendment No. 1 to
Form S-4 Registration dated October 30, 1997.               
3.5      By-laws of HP/Compton, Inc., are hereby incorporated by reference to 
          Exhibit 3.10 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated October 30, 1997.                           
3.6      Articles of Organization of Crystal Park Hotel and Casino Development
         Company, LLC, are hereby incorporated by reference to Exhibit 3.11 to
          the Company's Amendment No. 1 to Form S-4 Registration Statement dated
October 30, 1997.                                           
3.7      Operating Agreement of Crystal Park Hotel and Casino Development     
         Company, LLC, are hereby incorporated by reference to Exhibit 3.12 to
          the Company's Amendment No. 1 to Form S-4 Registration Statement dated
October 30, 1997.                                           
3.8      Restated Articles of Incorporation of Turf Paradise, Inc., are hereby
        incorporated by reference to Exhibit 3.13 to the Company's Amendment
    No. 1 to Form S-4 Registration Statement dated October 30, 1997.
3.9      By-laws of Turf Paradise, are hereby incorporated by reference to    
          Exhibit 3.14 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated October 30, 1997.                           
3.10      Certificate of Incorporation of HP Yakama, Inc., is hereby            
        incorporated by reference to Exhibit 3.15 to the Company's Amendment
    No. 1 to Form S-4 Registration Statement dated October 30, 1997.
3.11      By-laws of HP Yakama, Inc., are hereby incorporated by reference to   
          Exhibit 3.16 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated October 30, 1997.                           
3.12      Amended and Restated Certificate of Incorporation of Boomtown, Inc.,  
        is hereby incorporated by reference to Exhibit 3.17 to the Company's
        Amendment No. 1 to Form S-4 Registration Statement dated October 30,
1997.                                                       
3.13      By-laws of Boomtown, Inc., are hereby incorporated by reference to    
          Exhibit 3.18 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated October 30, 1997.                           

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3.14      Certificate of Amended and Restated Articles of Incorporation of      
          Boomtown Hotel & Casino, Inc., are hereby incorporated by reference to
          Exhibit 3.19 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated October 30, 1997.                           
3.15      Revised and Restated By-laws of Boomtown Hotel & Casino, Inc., are    
     hereby incorporated by reference to Exhibit 3.20 to the Company's
        Amendment No. 1 to Form S-4 Registration Statement dated October 30,
1997.                                                       
3.16      Articles of Incorporation of Bayview Yacht Club, Inc., are hereby     
        incorporated by reference to Exhibit 3.21 to the Company's Amendment
    No. 1 to Form S-4 Registration Statement dated October 30, 1997.
3.17      By-laws of Bayview Yacht Club, Inc., are hereby incorporated by       
          reference to Exhibit 3.22 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated October 30, 1997.              
3.18      Certificate of Mississippi Limited Partnership of Mississippi - I     
         Gaming, L.P., are hereby incorporated by reference to Exhibit 3.23 to
          the Company's Amendment No. 1 to Form S-4 Registration Statement dated
October 30, 1997.                                           
3.19      Amended and Restated Agreement of Limited Partnership of Mississippi -
        I Gaming, L.P., is hereby incorporated by reference to Exhibit 10.31
         to the Company's Quarterly Report on Form 10-Q for quarter ended June
30, 1997.                                                   
3.20      Articles of Incorporation of Louisiana Gaming Enterprises, Inc., are  
     hereby incorporated by reference to Exhibit 3.25 to the Company's
        Amendment No. 1 to Form S-4 Registration Statement dated October 30,
1997.                                                       
3.21      Second Amended and Restated Partnership Agreement of Louisiana - I    
        Gaming, a Louisiana Partnership in Commendam, is hereby incorporated
         by reference to Exhibit 3.26 to the Company's Amendment No. 1 to Form
S-4 Registration Statement dated March 26, 1999.            
3.22      Certificate of Incorporation of HP Yakama Consulting, Inc., is hereby 
        incorporated by reference to Exhibit 3.27 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.23      By-laws of HP Yakama Consulting, Inc., are hereby incorporated by     
          reference to Exhibit 3.28 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.24      Articles of Incorporation of Casino Magic Corp., are hereby           
        incorporated by reference to Exhibit 3.29 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.25      Amended By-laws of Casino Magic Corp., are hereby incorporated by     
          reference to Exhibit 3.30 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.26      Articles of Incorporation of Casino Magic American Corp., are hereby  
        incorporated by reference to Exhibit 3.31 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.27      By-laws of Casino Magic American Corp., are hereby incorporated by    
          reference to Exhibit 3.32 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.28      Articles of Incorporation of Biloxi Casino Corp., are hereby          
        incorporated by reference to Exhibit 3.33 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.29      By-laws of Biloxi Casino Corp., are hereby incorporated by reference  
to Exhibit 3.34 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.30      Articles of Incorporation of Casino Magic Finance Corp., are hereby   
        incorporated by reference to Exhibit 3.35 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.31      By-laws of Casino Magic Finance Corp., are hereby incorporated by     
          reference to Exhibit 3.36 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.32      Articles of Incorporation of Casino One Corporation, are hereby       
        incorporated by reference to Exhibit 3.37 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.33      By-laws of Casino One Corporation, are hereby incorporated by         
          reference to Exhibit 3.38 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                

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3.34      Articles of Incorporation of Bay St. Louis Casino Corp., are hereby   
        incorporated by reference to Exhibit 3.39 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.35      By-laws of Bay St. Louis Casino Corp., are hereby incorporated by     
          reference to Exhibit 3.40 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.36      Articles of Incorporation of Mardi Gras Casino Corp., are hereby      
        incorporated by reference to Exhibit 3.41 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.37      By-laws of Mardi Gras Casino Corp., are hereby incorporated by        
          reference to Exhibit 3.42 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.38      Articles of Incorporation of Boomtown Hoosier, Inc., are hereby       
        incorporated by reference to Exhibit 3.43 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.39      By-laws of Boomtown Hoosier, Inc., are hereby incorporate by reference
to Exhibit 3.44 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.40      Articles of Incorporation of Indiana Ventures LLC, are hereby         
        incorporated by reference to Exhibit 3.45 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.41      Operating Agreement of Indiana Ventures LLC, is hereby incorporated by
        reference to Exhibit 3.46 to the Company Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.42      Articles of Incorporation of HP Casino, Inc., are hereby incorporated 
         by reference to Exhibit 3.51 to the Company's Amendment No. 1 to Form
S-4 Registration Statement dated March 26, 1999.            
3.43      By-laws of HP Casino, Inc., are hereby incorporated by reference to   
          Exhibit 3.52 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated March 26, 1999.                             
4.1      Hollywood Park 1996 Stock Option Plan is hereby incorporated by      
         reference to Exhibit 10.24 to the Company's Registration Statement on
Form S-4 dated September 18, 1996.                          
4.2      Hollywood Park 1993 Stock Option Plan is hereby incorporated by      
         reference to Exhibit 4.2 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
4.3      Indenture, dated August 1, 1997, by and among the Company, Hollywood 
         Park Operating Company, Hollywood Park Food Services, Inc., Hollywood
         Park Fall Operating Company, HP/Compton, Inc., Crystal Park Hotel and
          Casino Development Company, LLC, HP Yakama, Inc., Turf Paradise, Inc.,
        Boomtown, Inc., Boomtown Hotel & Casino, Inc., Louisiana - I Gaming,
     Louisiana Gaming Enterprises, Inc., Mississippi - I Gaming, L.P.,
     Bayview Yacht Club, Inc. and The Bank of New York, as trustee, is
      hereby incorporated by reference to Exhibit 10.37 to the Company's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
4.4      First Supplemental Indenture, dated as of February 5, 1999, to       
  Indenture dated as of August 1, 1997 governing the 9.5% Senior
       Subordinated Notes due 2007, by and among the Company and Hollywood
        Park Operating Company, as co-issuers, and Bayview Yacht Club, Inc.,
         Boomtown Hotel & Casino, Inc., Boomtown, Inc., Crystal Park Hotel and
  Casino Development Company, LLC, Hollywood Park Fall Operating
         Company, Hollywood Park Food Services, Inc., Hollywood Park Operating
Company, HP/Compton, Inc., HP Yakama, Inc., Louisiana Gaming
       Enterprises, Inc., Louisiana - I Gaming, a Louisiana Partnership in
     Commendam, Mississippi - I Gaming, LP, and Turf Paradise, Inc. as
guarantors, and The Bank of New York, as trustee, is hereby 
 incorporated by reference to Exhibit 4.4 to the Company's S-4
Registration dated March 2, 1999.                           
4.5      Form of Series B 9.5% Senior Subordinated Notes due 2007 (included in
      Exhibit 4.3), is hereby incorporated by reference to the Company's
          Amendment No.1 to Registration Statement on Form S-4 dated October 30,
1997.                                                       

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4.6     Indenture, dated as of February 18, 1999, governing the 9.25% Senior
        Subordinated Notes due 2007, by and among the Company as issuer, and
       Bay St. Louis Casino Corp., Bayview Yacht Club, Inc., Biloxi Casino
 Corp., Boomtown Hoosier, Inc., Boomtown Hotel & Casino, Inc.,
    Boomtown, Inc., Casino Magic American Corp., Casino Magic Corp.,
          Casino Magic Finance Corp., Casino One Corporation, Crystal Park Hotel
      and Casino Development Company, LLC, Hollywood Park Fall Operating
         Company, Hollywood Park Food Services, Inc., Hollywood Park Operating
          Company, HP Casino, Inc., HP/Compton, Inc., HP Yakama, Inc., HP Yakama
         Consulting, Inc., Indiana Ventures LLC, Louisiana Gaming Enterprises,
     Inc., Louisiana - I Gaming, a Louisiana Partnership in Commendam,
          Mardi Gras Casino Corp., Mississippi - I Gaming, L.P., Pinnacle Gaming
     Development Corp., Switzerland County Development Corp., and Turf
      Paradise, Inc. as initial guarantors, and The Bank of New York, as
      trustee, is hereby incorporated by reference to Exhibit 4.6 to the
Company's S-4 Registration Statement dated March 2, 1999.   
  4.7     Form of Series B 9.25% Senior Subordinated Notes due 2007 (included in
       Exhibit 4.6), is hereby incorporated by reference to Exhibit 4.7 to
 the Company's S-4 Registration Statement dated March 2, 1999.
10.1     Directors Deferred Compensation Plan for Hollywood Park, Inc. is     
     hereby incorporated by reference to Exhibit 10.1 to the Company's
      Amendment No. 1 to Form S-4 Registration Statement dated March 26,
1999.                                                       
10.2     Aircraft Time Sharing Agreement dated June 2, 1998, by and between   
     Hollywood Park, Inc. and R.D. Hubbard Enterprises, Inc. is hereby
        incorporated by reference to Exhibit 10.2 to the Company's Amendment
 No.1 to Form S-4 Registration Statement dated March 26, 1999.
 10.3     Amended and Restated Disposition and Development Agreement of Purchase
         and Sale, and Lease with Option to Purchase, dated August 2, 1995, by
         and between The Community Redevelopment Agency of the City of Compton
        and Compton Entertainment, Inc., is hereby incorporated by reference
       to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1995.                       
10.4     Guaranty, dated July 31, 1995, by Hollywood Park, Inc., in favor of  
        the Community Redevelopment Agency of the City of Compton, is hereby
         incorporated by reference to Exhibit 10.17 to the Company's Quarterly
 Report on Form 10-Q for the quarter ended September 30, 1995.
 10.5     Assignment, Assumption and Consent Agreement, by and among HP/Compton,
    Inc., and Crystal Park Hotel and Casino Development Company LLC,
      Hollywood Park, Inc. and The Community Redevelopment Agency of the
   City of Compton, dated July 18, 1996, is hereby incorporated by
        reference to Exhibit 10.20 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996.              
10.6     Operating Agreement for Crystal Park Hotel and Casino Development    
        Company, LLC, a California Limited Liability Company, dated July 18,
        1996, effective August 28, 1996, is hereby incorporated by reference
       to Exhibit 10.24 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996.                       
10.7*    Amended and Restated Lease, by and between Crystal Park Hotel and    
     Casino Development Company, LLC and California Casino Management,
Inc., dated as of February 14, 2000.                        
10.8     Blue Diamond Swap Agreement by and among Boomtown, Inc., Blue Diamond
          Hotel & Casino, Inc., Hollywood Park, Inc., Edward P. Roski, Jr., IVAC
          and Majestic Realty Co., dated August 12, 1996, is hereby incorporated
         by reference to Exhibit 10.22 to the Company's Registration Statement
on Form S-4 filed September 18, 1996.                       
10.9     Stock Purchase Agreement, by and between Hollywood Park, Inc. and    
          Edward P. Roski, Jr., dated August 12, 1996, is hereby incorporated by
         reference to Exhibit 10.23 to the Company's Registration Statement on
Form S-4 filed September 18, 1996.                          
10.10     Ground Lease, dated October 19, 1993, between Raphael Skrmetta as     
  Landlord and Mississippi - I Gaming, L.P. as Tenant, is hereby
         incorporated by reference to Exhibit 10.33 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.    
10.11     First Amendment to Ground Lease dated October 19, 1993, between       
Raphael Skrmetta and Mississippi - I Gaming, L.P., is hereby
         incorporated by reference to Exhibit 10.34 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.    

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10.12     Second Amendment to Ground Lease dated October 19, 1993, between      
Raphael Skrmetta and Mississippi -I Gaming, L.P., is hereby 
         incorporated by reference to Exhibit 10.35 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.    
10.13     Profit Participation Agreement, by and between Hollywood Park, Inc.,  
       and North American Sports Management, Inc., dated July 14, 1997, is
      hereby incorporated by reference to Exhibit 10.40 to the Company's
     Quarterly Report on Form 10-Q for the quarter ended September 30,
1997.                                                       
10.14     Loan Agreement, by and between Yakama Tribal Gaming Corporation and HP
     Yakama, Inc., dated September 11, 1997, is hereby incorporated by
          reference Exhibit 10.41 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997.                   
10.15     Security Agreement, by and between Yakama Tribal Gaming Corporation   
         and HP Yakama, Inc., dated September 11, 1997, is hereby incorporated
      by reference to Exhibit 10.42 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997.         
10.16     Master Lease, by and between The Confederated Tribes and Bands of the 
       Yakama Indian Nation and HP Yaka Inc., dated September 11, 1997, is
      hereby incorporated by reference to Exhibit 10.43 to the Company's
     Quarterly Report on Form 10-Q for the quarter ended September 30,
1997.                                                       
10.17     Sublease, by and between HP Yakama, Inc. and Yakama Tribal Gaming     
    Corporation, dated September 11, 1997, is hereby incorporated by
        reference to Exhibit 10.44 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997.              
10.18     Construction and Development Agreement, by and between Yakama Tribal  
          Gaming Corporation and HP Yakama Consulting, Inc., dated September 11,
     1997, is hereby incorporated by reference to Exhibit 10.45 to the
 Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.                                         
10.19     Voting Agreement, dated as of February 25, 1998, by and between       
        Hollywood Park, Inc., and Marlin F. Torguson, is hereby incorporated
   by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K, filed February 26, 1998.                          
10.20     Public Trust Tidelands Lease, dated August 15, 1994, by and between   
    the Secretary of State on behalf of the State of Mississippi and
        Mississippi - I Gaming, L.P., is hereby incorporated by reference to
          Exhibit 10.43 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.                                    
10.21     Public Trust Tidelands Lease Amendment, dated March 31, 1997, by and  
        between the Secretary of State on behalf of the State of Mississippi
         and Mississippi - I Gaming, L.P., is hereby incorporated by reference
        to Exhibit 10.43 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997.                               
10.22     Option agreement, by and among The Webster Family Limited Partnership 
   and The Diuguid Family Limited Partnership, and Pinnacle Gaming
    Development Corp., dated June 2, 1998, is hereby incorporated by
        reference to Exhibit 10.47 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.                   
10.23     Memorandum of Option Agreement, by and between the Webster Family     
       Limited Partnership and The Duiguid Family Limited Partnership, and
    Pinnacle Gaming Development Corp., dated June 2, 1998, is hereby
         incorporated by reference to Exhibit 10.48 of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998.    
10.24     Amended and Restated Option Agreement, by and among Daniel Webster,   
         Marsha S. Webster, William G. Duiguid, Sara T. Diuguid, J.R. Showers,
          III and Carol A. Showers, and Pinnacle Gaming Development Corp., dated
         June 2, 1998, is hereby incorporated by reference to Exhibit 10.49 of
          the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998.                                                   
10.25     Memorandum of Amended and Restated Option Agreement, by and between   
        Daniel Webster, Marsha S. Webster, William Diuguid, Sara T. Diuguid,
J.R. Showers, III and Carol A. Showers, and Pinnacle Gaming 
    Development Corp., dated June 4, 1998, is hereby incorporated by
        reference to Exhibit 10.50 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.                   
10.26     Assignment of Option Agreement, by Daniel Webster and Marsha S.       
          Webster, and Pinnacle Gaming Development Corp., dated June 2, 1998, is
      hereby incorporated by reference to Exhibit 10.51 of the Company's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.

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10.27     Amended and Restated Reducing Revolving Loan Agreement, dated October 
      14, 1998, among Hollywood Park, Inc., and the banks named therein,
     Societe Generale and Bank of Scotland (as Managing Agents), First
         National Bank of Commerce (as Co-Agent), and Bank of America National
      Trust and Savings Association (as Administrative Agent), is hereby
          incorporated by reference to Exhibit 2 of the Company's Current Report
on Form 8-K, filed October 30, 1998.                        
10.28     Purchase Agreement, dated February 12, 1999, by and among the Company 
    and Bay St. Louis Casino Corp., Bayview Yacht Club, Inc., Biloxi
        Casino Corp., Boomtown Hoosier, Inc., Boomtown Hotel & Casino, Inc.,
    Boomtown, Inc., Casino Magic American Corp., Casino Magic Corp.,
          Casino Magic Finance Corp., Casino One Corporation, Crystal Park Hotel
      and Casino Development Company, LLC, Hollywood Park Fall Operating
         Company, Hollywood Park Food Services, Inc., Hollywood Park Operating
          Company, HP Casino, Inc., HP/Compton, Inc., HP Yakama, Inc., HP Yakama
         Consulting, Inc., Indiana Ventures LLC, Louisiana Gaming Enterprises,
     Inc., Louisiana - I Gaming, a Louisiana Partnership in Commendam,
          Mardi Gras Casino Corp., Mississippi - I Gaming, L.P., Pinnacle Gaming
     Development Corp., Switzerland County Development Corp., and Turf
      Paradise, Inc., and Lehman Brothers, Inc., CIBC Oppenheimer Corp.,
         Morgan Stanley & Co., Incorporated, NationsBanc Montgomery Securities
 LLC, SG Cowen Securities Corporation, and Wasserstein Perella
      Securities, Inc., as initial purchasers, is hereby incorporated by
          reference to Exhibit 10.34 to the Company's S-4 Registration Statement
dated March 2, 1999.                                        
10.29     Registration Rights Agreement, dated as of February 18, 1999, by and  
         among the Company and Bay St. Louis Casino Corp., Bayview Yacht Club,
        Inc., Biloxi Casino, Corp., Boomtown Hoosier, Inc., Boomtown Hotel &
     Casino, Inc., Boomtown, Inc., Casino Magic American Corp., Casino
       Magic Finance Corp., Casino One Corporation, Crystal Park Hotel and
  Casino Development Company, LLC, Hollywood Park Fall Operating
         Company, Hollywood Park Food Services, Inc., Hollywood Park Operating
          Company, HP Casino, Inc., HP/Compton, Inc., HP Yakama, Inc., HP Yakama
         Consulting, Inc., Indiana Ventures LLC, Louisiana Gaming Enterprises,
     Inc., Louisiana - I Gaming, a Louisiana Partnership in Commendam,
         Mardi Gras Casino Corp., Mississippi - I Gaming L.P., Pinnacle Gaming
     Development Corp., Switzerland County Development Corp., and Turf
     Paradise, Inc., and Lehman Brothers Inc., CIBC Oppenheimer Corp.,
        Morgan Stanley & Co. Incorporated, NationsBanc Montgomery Securities
LLC, SG Cowen Securities Corporation and Wasserstein Perella
      Securities, Inc., as initial purchasers, is hereby incorporated by
          reference to Exhibit 10.35 to the Company's S-4 Registration Statement
dated March 2, 1999.                                        
10.30     Employment Agreement, dated December 23, 1998, by and between         
        Hollywood Park, Inc. and G. Michael Finnigan, is hereby incorporated
          by reference to Exhibit 10.36 to the Company's Amendment No. 1 to Form
S-4 Registration Statement dated March 26, 1999.            
10.31     Employment Agreement, dated September 10, 1998, by and between        
   Hollywood Park, Inc. and Paul Alanis, is hereby incorporated by
          reference to Exhibit 10.37 to the Company's Amendment No. 1 to Form S-
4 Registration Statement dated March 26, 1999.              
10.32     Employment Agreement, dated September 10, 1998, by and between        
  Hollywood Park, Inc. and Mike Allen, is hereby incorporated by
          reference to Exhibit 10.38 to the Company's Amendment No. 1 to Form S-
4 Registration Statement dated March 26, 1999.              
10.33     Employment Agreement, dated January 1, 1999, by and between Hollywood 
          Park, Inc. and Donald M. Robbins, is here by incorporated by reference
      to Exhibit 10.39 to the Company's Amendment No. 1 S-4 Registration
Statement dated March 26, 1999.                             
10.34     Purchase Agreement, dated as of February 25, 1998, among Hilton Gaming
          (Switzerland County) Corporation and Boomtown Hoosier, Inc., is hereby
         incorporated by reference to Exhibit 10.40 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
10.35     Asset Purchase Agreement, dated May 5, 1999, among Hollywood Park,    
    Inc. and Churchill Downs Incorporated, is hereby incorporated by
        reference to Exhibit 10.41 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999.                   
10.36     Form of Amendment No. 1 to Asset Purchase Agreement between Hollywood 
         Park, Inc. and Churchill Downs Incorporated is hereby incorporated by
          reference to Exhibit 10.2 to the Company's Current Report on Form 8-K,
filed September 27, 1999.                                   

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10.37     Form of Guaranty issued by Churchill Downs Incorporated in favor of   
       Hollywood Park, Inc. is hereby incorporated by reference to Exhibit
         10.3 to the Company's Current Report of Form 8-K, filed September 27,
1999.                                                       
10.38*    Lease and Agreement by and between Hollywood Park, Inc. and Century   
Gaming Management, Inc., dated September 10, 1999.          
10.39     Form of Lease, by and between Churchill Downs California Company and  
        Hollywood Park, Inc., is hereby incorporated by reference to Exhibit
      C to Exhibit 10.38 to this Amendment No. 1 to the Company's Annual
    Report on Form 10-K for the fiscal year ended December 31, 1999.
10.40     Amendment No. 1 to Amended and Restated Reducing Revolving Loan       
         Agreement, dated June 2, 1999, is hereby incorporated by reference to
        Exhibit 10.42 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999.                                
10.41     Amendment No. 2 to Amended and Restated Reducing Revolving Loan       
  Agreement, dated September 24, 1999, is hereby incorporated by
        reference to Exhibit 10.43 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999.              
10.42     Asset Purchase Agreement, dated as of December 9, 1999, between BSL,  
       Inc., and Casino Magic Corp. is hereby incorporated by reference to
  Exhibit 10.1 to the Company's Current Report on Form 8-K filed
December 21, 1999.                                          
10.43     Asset Purchase Agreement, dated as of December 9, 1999, between BTN,  
          Inc. and Boomtown, Inc. is hereby incorporated by reference to Exhibit
       10.2 to the Company's Current Report on Form 8-K filed December 21,
1999.                                                       
10.44     First Amendment to Asset Purchase Agreement, dated December 17, 1999, 
      between BSL, Inc. and Casino Magic Corp. is hereby incorporated by
         reference to Exhibit 10.3 to the Company's Current Report on Form 8-K
filed December 21, 1999.                                    
10.45     First Amendment to Asset Purchase Agreement, dated December 17, 1999, 
  between BTN, Inc. and Boomtown, Inc. is hereby incorporated by
         reference to Exhibit 10.4 to the Company's Current Report on Form 8-K
filed December 21, 1999.                                    
10.46     Guaranty issued by Penn National in favor of Casino Magic Corp.       
 entered into as of December 9, 1999 is hereby incorporated by
         reference to Exhibit 10.5 to the Company's Current Report on Form 8-K
filed December 21, 1999.                                    
10.47     Guaranty issued by Penn National in favor of Boomtown, Inc. entered   
      into as of December 9, 1999 is hereby incorporated by reference to
  Exhibit 10.6 to the Company's Current Report on Form 8-K filed
December 21, 1999.                                          
10.48     Guaranty issued by Hollywood Park in favor of BSL, Inc. entered into  
         as of December 9, 1999 is hereby incorporated by reference to Exhibit
       10.7 to the Company's Current Report on Form 8-K filed December 21,
1999.                                                       
10.49     Guaranty issued by Hollywood Park in favor of BTN, Inc. entered into  
         as of December 9, 1999 is hereby incorporated by reference to Exhibit
       10.8 to the Company's Current Report on Form 8-K filed December 21,
1999.                                                       
10.50     Executive Deferred Compensation Plan for Hollywood Park, Inc. is      
      hereby incorporated by reference to Exhibit 10.48 to the Company's
     Annual Report on Form 10-K for the fiscal year ended December 31,
1999.                                                       
10.51     Agreement for Purchase and Sale of Assets, dated as of February 24,   
        2000, between Pinnacle Entertainment, Inc. and Jerry Simms is hereby
      incorporated by reference to Exhibit 10.49 to the Company's Annual
    Report on Form 10-K for the fiscal year ended December 31, 1999.
11.1 **   Statement re: Computation of Per Share Earnings.                      
21.1      Subsidiaries of Hollywood Park, Inc. is hereby incorporated by        
    reference to Exhibit 21.1 to the Company's Form S-4 Registration
Statement dated March 2, 1999.                              
23.1 *    Consent of Arthur Andersen LLP                                        
27.1 **   Financial Data Schedule                                               
_____                                                       
* Filed herewith                                            
         ** Filed with the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed March 29, 2000.         

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(b) Reports on Form 8-K                                                         
       A Current Report on Form 8-K was filed December 21, 1999, to report
          (i) the execution on December 9, 1999 of the Asset Purchase Agreements
       under which wholly-owned subsidiaries of the Company agreed to sell
         the operating assets of certain of the Company's casino properties to
         subsidiaries of Penn National Gaming, Inc., and (ii) the December 10,
   1999 press release announcing the execution of such Agreements.

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Signatures                                                                      

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the Registrant has duly caused this report to be signed on its     
behalf by the undersigned, thereunto duly authorized.                           

Pinnacle Entertainment, Inc.                                                    
(Registrant)                                                            

By: /s/ Bruce C. Hinckley                    Dated: September 6, 2000           
------------------------------                                          
Bruce C. Hinckley                                                       
Vice President and                                                      
Chief Financial Officer                                                 
(Principal Financial and                                                
Accounting Officer)                                                 

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Pinnacle Entertainment, Inc.  

Exhibit Index 

Exhibit                                                                         
Number                             Description of Exhibit                       
-------                            ----------------------                       
2.1      Agreement and Plan of Merger, by and among Hollywood Park, Inc., HP  
         Acquisition, Inc. and Boomtown, Inc., dated April 23, 1996, is hereby
     incorporated by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K, filed May 3, 1996.                      
2.2      Agreement and Plan of Merger, dated as of February 19, 1998, among   
         Casino Magic Corp., Hollywood Park, Inc. and HP Acquisition II, Inc.,
       is hereby incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K, filed February 26, 1998.        
3.1      Certificate of Incorporation of Hollywood Park, Inc., is hereby      
       incorporated by reference to Exhibit 3.1 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.2      Restated By-laws of Hollywood Park, Inc. are hereby incorporated by  
         reference to Exhibit 3.2 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.3      Certificate of Ownership and Merger, dated February 23, 2000, merging
    Pinnacle Entertainment, Inc. into Hollywood Park, Inc. is hereby
    incorporated by reference to Exhibit 3.3 to the Company's Annual
    Report on Form 10-K for the fiscal year ended December 31, 1999.
 3.4      Articles of Incorporation of HP/Compton, Inc., are hereby incorporated
   by reference to Exhibit 3.9 to the Company's Amendment No. 1 to
Form S-4 Registration dated October 30, 1997.               
3.5      By-laws of HP/Compton, Inc., are hereby incorporated by reference to 
          Exhibit 3.10 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated October 30, 1997.                           
3.6      Articles of Organization of Crystal Park Hotel and Casino Development
         Company, LLC, are hereby incorporated by reference to Exhibit 3.11 to
          the Company's Amendment No. 1 to Form S-4 Registration Statement dated
October 30, 1997.                                           
3.7      Operating Agreement of Crystal Park Hotel and Casino Development     
         Company, LLC, are hereby incorporated by reference to Exhibit 3.12 to
          the Company's Amendment No. 1 to Form S-4 Registration Statement dated
October 30, 1997.                                           
3.8      Restated Articles of Incorporation of Turf Paradise, Inc., are hereby
        incorporated by reference to Exhibit 3.13 to the Company's Amendment
    No. 1 to Form S-4 Registration Statement dated October 30, 1997.
3.9      By-laws of Turf Paradise, are hereby incorporated by reference to    
          Exhibit 3.14 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated October 30, 1997.                           
3.10      Certificate of Incorporation of HP Yakama, Inc., is hereby            
        incorporated by reference to Exhibit 3.15 to the Company's Amendment
    No. 1 to Form S-4 Registration Statement dated October 30, 1997.
3.11      By-laws of HP Yakama, Inc., are hereby incorporated by reference to   
          Exhibit 3.16 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated October 30, 1997.                           
3.12      Amended and Restated Certificate of Incorporation of Boomtown, Inc.,  
        is hereby incorporated by reference to Exhibit 3.17 to the Company's
        Amendment No. 1 to Form S-4 Registration Statement dated October 30,
1997.                                                       
3.13      By-laws of Boomtown, Inc., are hereby incorporated by reference to    
          Exhibit 3.18 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated October 30, 1997.                           

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3.14      Certificate of Amended and Restated Articles of Incorporation of      
          Boomtown Hotel & Casino, Inc., are hereby incorporated by reference to
          Exhibit 3.19 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated October 30, 1997.                           
3.15      Revised and Restated By-laws of Boomtown Hotel & Casino, Inc., are    
     hereby incorporated by reference to Exhibit 3.20 to the Company's
        Amendment No. 1 to Form S-4 Registration Statement dated October 30,
1997.                                                       
3.16      Articles of Incorporation of Bayview Yacht Club, Inc., are hereby     
        incorporated by reference to Exhibit 3.21 to the Company's Amendment
    No. 1 to Form S-4 Registration Statement dated October 30, 1997.
3.17      By-laws of Bayview Yacht Club, Inc., are hereby incorporated by       
          reference to Exhibit 3.22 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated October 30, 1997.              
3.18      Certificate of Mississippi Limited Partnership of Mississippi - I     
         Gaming, L.P., are hereby incorporated by reference to Exhibit 3.23 to
          the Company's Amendment No. 1 to Form S-4 Registration Statement dated
October 30, 1997.                                           
3.19      Amended and Restated Agreement of Limited Partnership of Mississippi -
        I Gaming, L.P., is hereby incorporated by reference to Exhibit 10.31
         to the Company's Quarterly Report on Form 10-Q for quarter ended June
30, 1997.                                                   
3.20      Articles of Incorporation of Louisiana Gaming Enterprises, Inc., are  
     hereby incorporated by reference to Exhibit 3.25 to the Company's
        Amendment No. 1 to Form S-4 Registration Statement dated October 30,
1997.                                                       
3.21      Second Amended and Restated Partnership Agreement of Louisiana - I    
        Gaming, a Louisiana Partnership in Commendam, is hereby incorporated
         by reference to Exhibit 3.26 to the Company's Amendment No. 1 to Form
S-4 Registration Statement dated March 26, 1999.            
3.22      Certificate of Incorporation of HP Yakama Consulting, Inc., is hereby 
        incorporated by reference to Exhibit 3.27 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.23      By-laws of HP Yakama Consulting, Inc., are hereby incorporated by     
          reference to Exhibit 3.28 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.24      Articles of Incorporation of Casino Magic Corp., are hereby           
        incorporated by reference to Exhibit 3.29 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.25      Amended By-laws of Casino Magic Corp., are hereby incorporated by     
          reference to Exhibit 3.30 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.26      Articles of Incorporation of Casino Magic American Corp., are hereby  
        incorporated by reference to Exhibit 3.31 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.27      By-laws of Casino Magic American Corp., are hereby incorporated by    
          reference to Exhibit 3.32 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.28      Articles of Incorporation of Biloxi Casino Corp., are hereby          
        incorporated by reference to Exhibit 3.33 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.29      By-laws of Biloxi Casino Corp., are hereby incorporated by reference  
to Exhibit 3.34 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.30      Articles of Incorporation of Casino Magic Finance Corp., are hereby   
        incorporated by reference to Exhibit 3.35 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.31      By-laws of Casino Magic Finance Corp., are hereby incorporated by     
          reference to Exhibit 3.36 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.32      Articles of Incorporation of Casino One Corporation, are hereby       
        incorporated by reference to Exhibit 3.37 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.33      By-laws of Casino One Corporation, are hereby incorporated by         
          reference to Exhibit 3.38 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                

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3.34      Articles of Incorporation of Bay St. Louis Casino Corp., are hereby   
        incorporated by reference to Exhibit 3.39 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.35      By-laws of Bay St. Louis Casino Corp., are hereby incorporated by     
          reference to Exhibit 3.40 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.36      Articles of Incorporation of Mardi Gras Casino Corp., are hereby      
        incorporated by reference to Exhibit 3.41 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.37      By-laws of Mardi Gras Casino Corp., are hereby incorporated by        
          reference to Exhibit 3.42 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.38      Articles of Incorporation of Boomtown Hoosier, Inc., are hereby       
        incorporated by reference to Exhibit 3.43 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.39      By-laws of Boomtown Hoosier, Inc., are hereby incorporate by reference
to Exhibit 3.44 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.40      Articles of Incorporation of Indiana Ventures LLC, are hereby         
        incorporated by reference to Exhibit 3.45 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
3.41      Operating Agreement of Indiana Ventures LLC, is hereby incorporated by
        reference to Exhibit 3.46 to the Company Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
3.42      Articles of Incorporation of HP Casino, Inc., are hereby incorporated 
         by reference to Exhibit 3.51 to the Company's Amendment No. 1 to Form
S-4 Registration Statement dated March 26, 1999.            
3.43      By-laws of HP Casino, Inc., are hereby incorporated by reference to   
          Exhibit 3.52 to the Company's Amendment No. 1 to Form S-4 Registration
Statement dated March 26, 1999.                             
4.1      Hollywood Park 1996 Stock Option Plan is hereby incorporated by      
         reference to Exhibit 10.24 to the Company's Registration Statement on
Form S-4 dated September 18, 1996.                          
4.2      Hollywood Park 1993 Stock Option Plan is hereby incorporated by      
         reference to Exhibit 4.2 to the Company's Amendment No. 1 to Form S-4
Registration Statement dated March 26, 1999.                
4.3      Indenture, dated August 1, 1997, by and among the Company, Hollywood 
         Park Operating Company, Hollywood Park Food Services, Inc., Hollywood
         Park Fall Operating Company, HP/Compton, Inc., Crystal Park Hotel and
          Casino Development Company, LLC, HP Yakama, Inc., Turf Paradise, Inc.,
        Boomtown, Inc., Boomtown Hotel & Casino, Inc., Louisiana - I Gaming,
     Louisiana Gaming Enterprises, Inc., Mississippi - I Gaming, L.P.,
     Bayview Yacht Club, Inc. and The Bank of New York, as trustee, is
      hereby incorporated by reference to Exhibit 10.37 to the Company's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
4.4      First Supplemental Indenture, dated as of February 5, 1999, to       
  Indenture dated as of August 1, 1997 governing the 9.5% Senior
       Subordinated Notes due 2007, by and among the Company and Hollywood
        Park Operating Company, as co-issuers, and Bayview Yacht Club, Inc.,
         Boomtown Hotel & Casino, Inc., Boomtown, Inc., Crystal Park Hotel and
  Casino Development Company, LLC, Hollywood Park Fall Operating
         Company, Hollywood Park Food Services, Inc., Hollywood Park Operating
Company, HP/Compton, Inc., HP Yakama, Inc., Louisiana Gaming
       Enterprises, Inc., Louisiana - I Gaming, a Louisiana Partnership in
     Commendam, Mississippi - I Gaming, LP, and Turf Paradise, Inc. as
guarantors, and The Bank of New York, as trustee, is hereby 
 incorporated by reference to Exhibit 4.4 to the Company's S-4
Registration dated March 2, 1999.                           
4.5      Form of Series B 9.5% Senior Subordinated Notes due 2007 (included in
      Exhibit 4.3), is hereby incorporated by reference to the Company's
          Amendment No.1 to Registration Statement on Form S-4 dated October 30,
1997.                                                       

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4.6     Indenture, dated as of February 18, 1999, governing the 9.25% Senior
        Subordinated Notes due 2007, by and among the Company as issuer, and
       Bay St. Louis Casino Corp., Bayview Yacht Club, Inc., Biloxi Casino
 Corp., Boomtown Hoosier, Inc., Boomtown Hotel & Casino, Inc.,
    Boomtown, Inc., Casino Magic American Corp., Casino Magic Corp.,
          Casino Magic Finance Corp., Casino One Corporation, Crystal Park Hotel
      and Casino Development Company, LLC, Hollywood Park Fall Operating
         Company, Hollywood Park Food Services, Inc., Hollywood Park Operating
          Company, HP Casino, Inc., HP/Compton, Inc., HP Yakama, Inc., HP Yakama
         Consulting, Inc., Indiana Ventures LLC, Louisiana Gaming Enterprises,
     Inc., Louisiana - I Gaming, a Louisiana Partnership in Commendam,
          Mardi Gras Casino Corp., Mississippi - I Gaming, L.P., Pinnacle Gaming
     Development Corp., Switzerland County Development Corp., and Turf
      Paradise, Inc. as initial guarantors, and The Bank of New York, as
      trustee, is hereby incorporated by reference to Exhibit 4.6 to the
Company's S-4 Registration Statement dated March 2, 1999.   
  4.7     Form of Series B 9.25% Senior Subordinated Notes due 2007 (included in
       Exhibit 4.6), is hereby incorporated by reference to Exhibit 4.7 to
 the Company's S-4 Registration Statement dated March 2, 1999.
10.1     Directors Deferred Compensation Plan for Hollywood Park, Inc. is     
     hereby incorporated by reference to Exhibit 10.1 to the Company's
      Amendment No. 1 to Form S-4 Registration Statement dated March 26,
1999.                                                       
10.2     Aircraft Time Sharing Agreement dated June 2, 1998, by and between   
     Hollywood Park, Inc. and R.D. Hubbard Enterprises, Inc. is hereby
        incorporated by reference to Exhibit 10.2 to the Company's Amendment
 No.1 to Form S-4 Registration Statement dated March 26, 1999.
 10.3     Amended and Restated Disposition and Development Agreement of Purchase
         and Sale, and Lease with Option to Purchase, dated August 2, 1995, by
         and between The Community Redevelopment Agency of the City of Compton
        and Compton Entertainment, Inc., is hereby incorporated by reference
       to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1995.                       
10.4     Guaranty, dated July 31, 1995, by Hollywood Park, Inc., in favor of  
        the Community Redevelopment Agency of the City of Compton, is hereby
         incorporated by reference to Exhibit 10.17 to the Company's Quarterly
 Report on Form 10-Q for the quarter ended September 30, 1995.
 10.5     Assignment, Assumption and Consent Agreement, by and among HP/Compton,
    Inc., and Crystal Park Hotel and Casino Development Company LLC,
      Hollywood Park, Inc. and The Community Redevelopment Agency of the
   City of Compton, dated July 18, 1996, is hereby incorporated by
        reference to Exhibit 10.20 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996.              
10.6     Operating Agreement for Crystal Park Hotel and Casino Development    
        Company, LLC, a California Limited Liability Company, dated July 18,
        1996, effective August 28, 1996, is hereby incorporated by reference
       to Exhibit 10.24 to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996.                       
10.7*    Amended and Restated Lease, by and between Crystal Park Hotel and    
     Casino Development Company, LLC and California Casino Management,
Inc., dated as of February 14, 2000.                        
10.8     Blue Diamond Swap Agreement by and among Boomtown, Inc., Blue Diamond
          Hotel & Casino, Inc., Hollywood Park, Inc., Edward P. Roski, Jr., IVAC
          and Majestic Realty Co., dated August 12, 1996, is hereby incorporated
         by reference to Exhibit 10.22 to the Company's Registration Statement
on Form S-4 filed September 18, 1996.                       
10.9     Stock Purchase Agreement, by and between Hollywood Park, Inc. and    
          Edward P. Roski, Jr., dated August 12, 1996, is hereby incorporated by
         reference to Exhibit 10.23 to the Company's Registration Statement on
Form S-4 filed September 18, 1996.                          
10.10     Ground Lease, dated October 19, 1993, between Raphael Skrmetta as     
  Landlord and Mississippi - I Gaming, L.P. as Tenant, is hereby
         incorporated by reference to Exhibit 10.33 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.    
10.11     First Amendment to Ground Lease dated October 19, 1993, between       
Raphael Skrmetta and Mississippi - I Gaming, L.P., is hereby
         incorporated by reference to Exhibit 10.34 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.    

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10.12     Second Amendment to Ground Lease dated October 19, 1993, between      
Raphael Skrmetta and Mississippi -I Gaming, L.P., is hereby 
         incorporated by reference to Exhibit 10.35 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.    
10.13     Profit Participation Agreement, by and between Hollywood Park, Inc.,  
       and North American Sports Management, Inc., dated July 14, 1997, is
      hereby incorporated by reference to Exhibit 10.40 to the Company's
     Quarterly Report on Form 10-Q for the quarter ended September 30,
1997.                                                       
10.14     Loan Agreement, by and between Yakama Tribal Gaming Corporation and HP
     Yakama, Inc., dated September 11, 1997, is hereby incorporated by
          reference Exhibit 10.41 to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997.                   
10.15     Security Agreement, by and between Yakama Tribal Gaming Corporation   
         and HP Yakama, Inc., dated September 11, 1997, is hereby incorporated
      by reference to Exhibit 10.42 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997.         
10.16     Master Lease, by and between The Confederated Tribes and Bands of the 
       Yakama Indian Nation and HP Yaka Inc., dated September 11, 1997, is
      hereby incorporated by reference to Exhibit 10.43 to the Company's
     Quarterly Report on Form 10-Q for the quarter ended September 30,
1997.                                                       
10.17     Sublease, by and between HP Yakama, Inc. and Yakama Tribal Gaming     
    Corporation, dated September 11, 1997, is hereby incorporated by
        reference to Exhibit 10.44 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997.              
10.18     Construction and Development Agreement, by and between Yakama Tribal  
          Gaming Corporation and HP Yakama Consulting, Inc., dated September 11,
     1997, is hereby incorporated by reference to Exhibit 10.45 to the
 Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.                                         
10.19     Voting Agreement, dated as of February 25, 1998, by and between       
        Hollywood Park, Inc., and Marlin F. Torguson, is hereby incorporated
   by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K, filed February 26, 1998.                          
10.20     Public Trust Tidelands Lease, dated August 15, 1994, by and between   
    the Secretary of State on behalf of the State of Mississippi and
        Mississippi - I Gaming, L.P., is hereby incorporated by reference to
          Exhibit 10.43 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.                                    
10.21     Public Trust Tidelands Lease Amendment, dated March 31, 1997, by and  
        between the Secretary of State on behalf of the State of Mississippi
         and Mississippi - I Gaming, L.P., is hereby incorporated by reference
        to Exhibit 10.43 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997.                               
10.22     Option agreement, by and among The Webster Family Limited Partnership 
   and The Diuguid Family Limited Partnership, and Pinnacle Gaming
    Development Corp., dated June 2, 1998, is hereby incorporated by
        reference to Exhibit 10.47 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.                   
10.23     Memorandum of Option Agreement, by and between the Webster Family     
       Limited Partnership and The Duiguid Family Limited Partnership, and
    Pinnacle Gaming Development Corp., dated June 2, 1998, is hereby
         incorporated by reference to Exhibit 10.48 of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998.    
10.24     Amended and Restated Option Agreement, by and among Daniel Webster,   
         Marsha S. Webster, William G. Duiguid, Sara T. Diuguid, J.R. Showers,
          III and Carol A. Showers, and Pinnacle Gaming Development Corp., dated
         June 2, 1998, is hereby incorporated by reference to Exhibit 10.49 of
          the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998.                                                   
10.25     Memorandum of Amended and Restated Option Agreement, by and between   
        Daniel Webster, Marsha S. Webster, William Diuguid, Sara T. Diuguid,
J.R. Showers, III and Carol A. Showers, and Pinnacle Gaming 
    Development Corp., dated June 4, 1998, is hereby incorporated by
        reference to Exhibit 10.50 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.                   
10.26     Assignment of Option Agreement, by Daniel Webster and Marsha S.       
          Webster, and Pinnacle Gaming Development Corp., dated June 2, 1998, is
      hereby incorporated by reference to Exhibit 10.51 of the Company's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.

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10.27     Amended and Restated Reducing Revolving Loan Agreement, dated October 
      14, 1998, among Hollywood Park, Inc., and the banks named therein,
     Societe Generale and Bank of Scotland (as Managing Agents), First
         National Bank of Commerce (as Co-Agent), and Bank of America National
      Trust and Savings Association (as Administrative Agent), is hereby
          incorporated by reference to Exhibit 2 of the Company's Current Report
on Form 8-K, filed October 30, 1998.                        
10.28     Purchase Agreement, dated February 12, 1999, by and among the Company 
    and Bay St. Louis Casino Corp., Bayview Yacht Club, Inc., Biloxi
        Casino Corp., Boomtown Hoosier, Inc., Boomtown Hotel & Casino, Inc.,
    Boomtown, Inc., Casino Magic American Corp., Casino Magic Corp.,
          Casino Magic Finance Corp., Casino One Corporation, Crystal Park Hotel
      and Casino Development Company, LLC, Hollywood Park Fall Operating
         Company, Hollywood Park Food Services, Inc., Hollywood Park Operating
          Company, HP Casino, Inc., HP/Compton, Inc., HP Yakama, Inc., HP Yakama
         Consulting, Inc., Indiana Ventures LLC, Louisiana Gaming Enterprises,
     Inc., Louisiana - I Gaming, a Louisiana Partnership in Commendam,
          Mardi Gras Casino Corp., Mississippi - I Gaming, L.P., Pinnacle Gaming
     Development Corp., Switzerland County Development Corp., and Turf
      Paradise, Inc., and Lehman Brothers, Inc., CIBC Oppenheimer Corp.,
         Morgan Stanley & Co., Incorporated, NationsBanc Montgomery Securities
 LLC, SG Cowen Securities Corporation, and Wasserstein Perella
      Securities, Inc., as initial purchasers, is hereby incorporated by
          reference to Exhibit 10.34 to the Company's S-4 Registration Statement
dated March 2, 1999.                                        
10.29     Registration Rights Agreement, dated as of February 18, 1999, by and  
         among the Company and Bay St. Louis Casino Corp., Bayview Yacht Club,
        Inc., Biloxi Casino, Corp., Boomtown Hoosier, Inc., Boomtown Hotel &
     Casino, Inc., Boomtown, Inc., Casino Magic American Corp., Casino
       Magic Finance Corp., Casino One Corporation, Crystal Park Hotel and
  Casino Development Company, LLC, Hollywood Park Fall Operating
         Company, Hollywood Park Food Services, Inc., Hollywood Park Operating
          Company, HP Casino, Inc., HP/Compton, Inc., HP Yakama, Inc., HP Yakama
         Consulting, Inc., Indiana Ventures LLC, Louisiana Gaming Enterprises,
     Inc., Louisiana - I Gaming, a Louisiana Partnership in Commendam,
         Mardi Gras Casino Corp., Mississippi - I Gaming L.P., Pinnacle Gaming
     Development Corp., Switzerland County Development Corp., and Turf
     Paradise, Inc., and Lehman Brothers Inc., CIBC Oppenheimer Corp.,
        Morgan Stanley & Co. Incorporated, NationsBanc Montgomery Securities
LLC, SG Cowen Securities Corporation and Wasserstein Perella
      Securities, Inc., as initial purchasers, is hereby incorporated by
          reference to Exhibit 10.35 to the Company's S-4 Registration Statement
dated March 2, 1999.                                        
10.30     Employment Agreement, dated December 23, 1998, by and between         
        Hollywood Park, Inc. and G. Michael Finnigan, is hereby incorporated
          by reference to Exhibit 10.36 to the Company's Amendment No. 1 to Form
S-4 Registration Statement dated March 26, 1999.            
10.31     Employment Agreement, dated September 10, 1998, by and between        
   Hollywood Park, Inc. and Paul Alanis, is hereby incorporated by
          reference to Exhibit 10.37 to the Company's Amendment No. 1 to Form S-
4 Registration Statement dated March 26, 1999.              
10.32     Employment Agreement, dated September 10, 1998, by and between        
  Hollywood Park, Inc. and Mike Allen, is hereby incorporated by
          reference to Exhibit 10.38 to the Company's Amendment No. 1 to Form S-
4 Registration Statement dated March 26, 1999.              
10.33     Employment Agreement, dated January 1, 1999, by and between Hollywood 
          Park, Inc. and Donald M. Robbins, is here by incorporated by reference
      to Exhibit 10.39 to the Company's Amendment No. 1 S-4 Registration
Statement dated March 26, 1999.                             
10.34     Purchase Agreement, dated as of February 25, 1998, among Hilton Gaming
          (Switzerland County) Corporation and Boomtown Hoosier, Inc., is hereby
         incorporated by reference to Exhibit 10.40 to the Company's Amendment
  No. 1 to Form S-4 Registration Statement dated March 26, 1999.
10.35     Asset Purchase Agreement, dated May 5, 1999, among Hollywood Park,    
    Inc. and Churchill Downs Incorporated, is hereby incorporated by
        reference to Exhibit 10.41 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1999.                   
10.36     Form of Amendment No. 1 to Asset Purchase Agreement between Hollywood 
         Park, Inc. and Churchill Downs Incorporated is hereby incorporated by
          reference to Exhibit 10.2 to the Company's Current Report on Form 8-K,
filed September 27, 1999.                                   

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10.37     Form of Guaranty issued by Churchill Downs Incorporated in favor of   
       Hollywood Park, Inc. is hereby incorporated by reference to Exhibit
         10.3 to the Company's Current Report of Form 8-K, filed September 27,
1999.                                                       
10.38*    Lease and Agreement by and between Hollywood Park, Inc. and Century   
Gaming Management, Inc., dated September 10, 1999.          
10.39     Form of Lease, by and between Churchill Downs California Company and  
        Hollywood Park, Inc., is hereby incorporated by reference to Exhibit
      C to Exhibit 10.38 to this Amendment No. 1 to the Company's Annual
    Report on Form 10-K for the fiscal year ended December 31, 1999.
10.40     Amendment No. 1 to Amended and Restated Reducing Revolving Loan       
         Agreement, dated June 2, 1999, is hereby incorporated by reference to
        Exhibit 10.42 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999.                                
10.41     Amendment No. 2 to Amended and Restated Reducing Revolving Loan       
  Agreement, dated September 24, 1999, is hereby incorporated by
        reference to Exhibit 10.43 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999.              
10.42     Asset Purchase Agreement, dated as of December 9, 1999, between BSL,  
       Inc., and Casino Magic Corp. is hereby incorporated by reference to
  Exhibit 10.1 to the Company's Current Report on Form 8-K filed
December 21, 1999.                                          
10.43     Asset Purchase Agreement, dated as of December 9, 1999, between BTN,  
          Inc. and Boomtown, Inc. is hereby incorporated by reference to Exhibit
       10.2 to the Company's Current Report on Form 8-K filed December 21,
1999.                                                       
10.44     First Amendment to Asset Purchase Agreement, dated December 17, 1999, 
      between BSL, Inc. and Casino Magic Corp. is hereby incorporated by
         reference to Exhibit 10.3 to the Company's Current Report on Form 8-K
filed December 21, 1999.                                    
10.45     First Amendment to Asset Purchase Agreement, dated December 17, 1999, 
  between BTN, Inc. and Boomtown, Inc. is hereby incorporated by
         reference to Exhibit 10.4 to the Company's Current Report on Form 8-K
filed December 21, 1999.                                    
10.46     Guaranty issued by Penn National in favor of Casino Magic Corp.       
 entered into as of December 9, 1999 is hereby incorporated by
         reference to Exhibit 10.5 to the Company's Current Report on Form 8-K
filed December 21, 1999.                                    
10.47     Guaranty issued by Penn National in favor of Boomtown, Inc. entered   
      into as of December 9, 1999 is hereby incorporated by reference to
  Exhibit 10.6 to the Company's Current Report on Form 8-K filed
December 21, 1999.                                          
10.48     Guaranty issued by Hollywood Park in favor of BSL, Inc. entered into  
         as of December 9, 1999 is hereby incorporated by reference to Exhibit
       10.7 to the Company's Current Report on Form 8-K filed December 21,
1999.                                                       
10.49     Guaranty issued by Hollywood Park in favor of BTN, Inc. entered into  
         as of December 9, 1999 is hereby incorporated by reference to Exhibit
       10.8 to the Company's Current Report on Form 8-K filed December 21,
1999.                                                       
10.50     Executive Deferred Compensation Plan for Hollywood Park, Inc. is      
      hereby incorporated by reference to Exhibit 10.48 to the Company's
     Annual Report on Form 10-K for the fiscal year ended December 31,
1999.                                                       
10.51     Agreement for Purchase and Sale of Assets, dated as of February 24,   
        2000, between Pinnacle Entertainment, Inc. and Jerry Simms is hereby
      incorporated by reference to Exhibit 10.49 to the Company's Annual
    Report on Form 10-K for the fiscal year ended December 31, 1999.
11.1 **   Statement re: Computation of Per Share Earnings.                      
21.1      Subsidiaries of Hollywood Park, Inc. is hereby incorporated by        
    reference to Exhibit 21.1 to the Company's Form S-4 Registration
Statement dated March 2, 1999.                              
23.1 *    Consent of Arthur Andersen LLP                                        
27.1 **   Financial Data Schedule                                               
_____                                                       
* Filed herewith                                            
         ** Filed with the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed March 29, 2000.         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K/A’ Filing		Date		First		Last			Other Filings
		8/15/02		29
		10/31/01		36
		8/15/01		29
Filed on:		9/8/00							10-Q/A
		9/6/00		51
		8/22/00		3					8-K
		8/15/00		29
		4/17/00		3					8-K
		3/29/00		43		58			10-K
		3/28/00		37
		3/24/00		1
		3/21/00		15		42
		3/17/00		42
		3/14/00		42
		3/8/00		42					8-K
		2/24/00		49		58
		2/23/00		43		52			8-K
		2/15/00		29
		2/14/00		46		55
		2/8/00		15
		2/7/00		8		24
		1/1/00		33
For Period End:		12/31/99		1		58			10-K
		12/30/99		8		24
		12/21/99		49		58			8-K
		12/17/99		49		58
		12/10/99		7		50
		12/9/99		49		58			8-K
		11/30/99		37
		11/4/99		8		24
		10/8/99		24
		9/30/99		49		58			10-Q
		9/27/99		48		58			8-K
		9/24/99		49		58
		9/10/99		6		58			8-K
		7/30/99		37
		7/15/99		8		24
		6/30/99		32		58			10-Q
		6/2/99		49		58
		5/25/99		32					DEF 14A
		5/9/99		37
		5/5/99		48		57
		3/26/99		43		57			S-4/A
		3/2/99		45		58			8-K,  S-4
		2/18/99		46		57
		2/12/99		48		57
		2/5/99		45		54
		1/29/99		28
		1/1/99		32		57
		12/31/98		4		40			10-K
		12/23/98		48		57
		10/31/98		33
		10/30/98		48		57			8-K
		10/16/98		11
		10/15/98		4		42			8-K
		10/14/98		48		57
		9/28/98		32
		9/10/98		34		57
		8/14/98		37
		7/1/98		33
		6/30/98		47		56			10-Q
		6/26/98		37
		6/4/98		47		56
		6/2/98		46		56
		2/26/98		43		56			8-K
		2/25/98		47		57
		2/19/98		43		52			8-K
		12/31/97		4		56			10-K
		10/30/97		43		54			S-4/A
		9/30/97		47		56			10-Q
		9/11/97		47		56
		8/1/97		45		54
		7/14/97		47		56
		7/1/97		11
		6/30/97		4		56			10-Q,  3,  8-K
		3/31/97		47		56			10-K,  10-Q
		1/1/97		25		26
		12/31/96		4		18			10-K,  10-K/A
		10/25/96		4
		10/8/96		37
		9/30/96		46		55			10-Q
		9/18/96		45		55			S-4
		9/6/96		37
		8/28/96		46		55
		8/12/96		46		55
		7/18/96		46		55
		5/31/96		37
		5/17/96		4
		5/3/96		43		52			8-K
		4/26/96		34
		4/23/96		25		52			8-K
		4/17/96		37
		3/31/96		4					10-Q
		12/31/95		4					10-K
		9/30/95		46		55			10-Q
		8/2/95		46		55
		7/31/95		46		55
		12/9/94		37
		8/15/94		47		56
		5/10/94		37
		4/26/94		36
		10/19/93		46		56
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