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Definitive Agreement Reached for Harveys' Acquisition of Pinnacle Entertainment

As a condition to the transaction, senior management of Pinnacle will contribute $50 million of Pinnacle Entertainment shares and share equivalents to PH Casino Resorts and have agreed to an ongoing role with PH. Upon closing of the merger, PH Casino Resorts will acquire all of the then outstanding stock of Pinnacle Entertainment for $24 per fully diluted share in cash, plus up to an additional $1 per fully diluted share, which amount is contingent upon the sale of Pinnacle Entertainment's 97 acres of surplus land in Inglewood, California, for net after tax proceeds of at least $40.75 million.

In the event the 97 acres are not sold prior to the closing of this transaction, the merger agreement stipulates a price per share of $24 per fully diluted share payable in cash upon closing, with an additional $1 per fully diluted share to be payable in the future, contingent upon the sale of the 97 acres prior to December 31, 2001 for net after tax proceeds of at least $40.75 million.

In the event the 97 acres are sold prior to December 31, 2001 for net after tax proceeds of less than $40.75 million but more than $13.1 million, the $1 per fully diluted share will be reduced proportionately. In the event the 97 acres are not sold by December 31, 2001 or have been sold, but at a price less than $13.1 million, then Pinnacle Entertainment stockholders would not be entitled to any such additional payment. PH Casino Resorts' obligation to pay the contingent amount will be secured by an irrevocable letter of credit in the maximum amount of the obligation.

The merger has received the unanimous approval of the Boards of both companies and of a special committee comprised exclusively of independent directors of Pinnacle Entertainment. Consummation of the merger is subject to, among other things, regulatory approvals in the various jurisdictions in which Pinnacle Entertainment and Harveys Casino Resorts conduct gaming operations, approval by a majority of Pinnacle Entertainment's stockholders, completion of PH Casino Resorts' financing for the transaction (with respect to which customary bank commitment and high yield "highly confident" letters have been received) and satisfaction of other conditions precedent, including certain dispositions and the opening of Pinnacle Entertainment's Indiana casino resort (currently under construction) substantially in accordance with its current budget not later than September 15, 2000.

The parties currently expect the transaction to be consummated in the fourth quarter of 2000.

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 the subject of a pending sales transaction. Pinnacle Entertainment receives lease income from two card club casinos, both in the Los Angeles metropolitan area; and owns and operates the Turf Paradise horse racing facility in Arizona that is the subject of a pending sale transaction. The Company is also constructing the Belterra Resort and Casino, a major hotel/casino complex in Southern Indiana, approximately 35 miles southwest of Cincinnati.

Founded in 1944, Harveys Casino Resorts owns and operates Harveys Resort and Casino, a AAA Four-Diamond full-service resort at Lake Tahoe, Nevada; Harveys Casino Hotel in Council Bluffs, Iowa; and Harveys Wagon Wheel Hotel/Casino in Central City, Colorado. Harveys Casino Resorts also manages Bluffs Run Casino in Council Bluffs, Iowa.

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