As filed with the Securities and Exchange Commission on February 25, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
- --------------------------------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------
PENN NATIONAL GAMING, INC.
(Exact Name of Registrant as Specified in Its Charter)
PENNSYLVANIA 23-2234473
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
825 BERKSHIRE BOULEVARD, SUITE 200
WYOMISSING, PENNSYLVANIA 19610
610-373-2400
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS LISTED ON THE FOLLOWING PAGE
----------------
PETER M. CARLINO
CHIEF EXECUTIVE OFFICER
PENN NATIONAL GAMING, INC.
825 BERKSHIRE BOULEVARD, SUITE 200
WYOMISSING, PENNSYLVANIA 19610
610-373-2400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
----------------
COPIES OF ALL COMMUNICATIONS TO:
PETER S. SARTORIUS, ESQUIRE JONATHAN A. SCHAFFZIN, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP CAHILL GORDON & REINDEL
1701 MARKET STREET 80 PINE STREET
PHILADELPHIA, PA 19103 NEW YORK, NY 10005
215-963-5000 212-701-3000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
/X/ 333-63780
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
===================================================== ============== =================== ==================== ================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Unit(2) Price Fee
- ----------------------------------------------------- -------------- ------------------- -------------------- ----------------
8 7/8% Senior Subordinated Notes due 2010.........
$15,300,000 99.287% $15,190,911 $1,398
Guarantees by Additional Registrants (1)..........
===================================================== ============== =================== ==================== ================
(1) In accordance with Rule 457(n), no separate fee for the registration of the
guarantees is required.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457.
==============================================================================================================================
ADDITIONAL REGISTRANTS
ADDRESS, INCLUDING ZIP CODE,
STATE OR OTHER AND TELEPHONE NUMBER,
JURISDICTION INCLUDING AREA CODE, OF
EXACT NAME OF REGISTRANT OF INCORPORATION OR I.R.S. EMPLOYER REGISTRANT'S PRINCIPAL
AS SPECIFIED IN ITS CHARTER ORGANIZATION IDENTIFICATION NO. EXECUTIVE OFFICE
--------------------------- -------------------- ------------------ ----------------------------
BACKSIDE, INC. Pennsylvania 23-271347 1280 Highway 315
Wilkes-Barre, PA 18702
717-825-6681
BSL, INC. Mississippi 62-1807073 825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
610-373-2400
BTN, INC. Mississippi 62-1807074 825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
610-373-2400
CHC CASINOS CORP. Florida 65-0681528 3250 Mary Street, Suite 500
Miami, FL 33133
305-445-4290
CRC HOLDINGS, INC. Florida 65-0681528 3250 Mary Street, Suite 500
Miami, FL 33133
305-445-4290
THE DOWNS RACING, INC. Pennsylvania 23-2924948 1280 Highway 315
Wilkes-Barre, PA 18702
717-825-6681
EBETUSA.COM, INC. Delaware 51-0393062 300 Delaware Avenue
9th Floor
Wilmington, DE 19801
302-552-3137
LOUISIANA CASINO CRUISES, INC. Louisiana 72-1196619 1717 River Road North
Baton Rouge, LA 70802
225-709-7777
MILL CREEK LAND, INC. Pennsylvania 23-2312561 1280 Highway 315
Wilkes-Barre, PA 18702
717-825-6681
MOUNTAINVIEW Pennsylvania 25-1196820 R.D. #1, (P.O. Box 32)
THOROUGHBRED Exit 28 off Interstate 81
RACING ASSOCIATION Grantville, PA 17551
717-469-2910
NORTHEAST Pennsylvania 23-2493823 1280 Highway 315
CONCESSIONS, INC. Wilkes-Barre, PA 18702
717-825-6681
West Virginia 23-2839600 825 Berkshire Blvd., Suite 200
PENN NATIONAL Wyomissing, PA 19610
GAMING OF WEST 610-373-2400
VIRGINIA, INC.
PENN NATIONAL GSFR, Delaware 51-0392451 300 Delaware Avenue
INC. 9th Floor
Wilmington, DE 19801
302-552-3137
PENN NATIONAL HOLDING Delaware 51-0372406 300 Delaware Avenue
COMPANY 9th Floor
Wilmington, DE 19801
302-552-3137
PENN NATIONAL Pennsylvania 25-1759895 R.D. #1, (P.O. Box 32)
SPEEDWAY, INC. Exit 28 off Interstate 81
Grantville, PA 17551
717-469-2910
PENNSYLVANIA Pennsylvania 23-2346492 R.D. #1, (P.O. Box 32)
NATIONAL TURF Exit 28 off Interstate 81
CLUB, INC. Grantville, PA 17551
717-469-2910
PNGI CHARLES TOWN West Virginia 034-05460-001 (WVI) Flowing Springs Road
FOOD & BEVERAGE P.O. Box 551
LIMITED LIABILITY Charles Town, WV 25414
COMPANY 304-725-7001
PNGI CHARLES TOWN West Virginia 23-2839601 Flowing Springs Road
GAMING LIMITED P.O. Box 551
LIABILITY COMPANY Charles Town, WV 25414
304-725-7001
PNGI POCONO, INC. Delaware 52-2058610 300 Delaware Avenue
9th Floor
Wilmington, DE 19801
302-552-3137
STERLING AVIATION INC. Delaware 23-2818588 300 Delaware Avenue
9th Floor
Wilmington, DE 19801
302-552-3137
TENNESSEE DOWNS, INC. Tennessee 62-1711858 825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
610-373-2400
WILKES-BARRE DOWNS, Pennsylvania 23-3075023 1280 Highway 315
INC. Wilkes-Barre, PA 18702
717-825-6681
EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The information in the
Registration Statement on Form S-3 (File No. 333-63780) as initially filed by
Penn National Gaming, Inc. on June 25, 2001, and as amended on July 10, 2001 and
July 23, 2001, with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, is incorporated by reference into this
Registration Statement.
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1 * Opinion of Morgan, Lewis & Bockius LLP.
23.1* Consent of BDO Seidman LLP.
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of PricewaterhouseCoopers LLP.
23.4 The Consent of Morgan, Lewis & Bockius LLP is included in
their opinion filed as Exhibit 5.1.
24 Powers of attorney are contained on the signature pages of
Registration Statement (No. 333-63780) incorporated herein
by reference.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
PENN NATIONAL GAMING, INC.
By: /s/ Peter M. Carlino
----------------------------------------
Peter M. Carlino
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* Chairman of the Board and February 21, 2002
- ------------------------------------ Chief Executive Officer (Principal
Peter M. Carlino Executive Officer)
* President and Chief Operating February 21, 2002
- ------------------------------------ Officer
Kevin DeSanctis
* Senior Vice President and Chief February 21, 2002
- ------------------------------------ Financial Officer (Principal
William Clifford Financial and Accounting Officer)
* Secretary and Treasurer February 21, 2002
- ------------------------------------
Robert S. Ippolito
* Director February 21, 2002
- ------------------------------------
William J. Bork
* Director February 21, 2002
- ------------------------------------
Harold Cramer
* Director February 21, 2002
- ------------------------------------
David A. Handler
* Director February 21, 2002
- ------------------------------------
John M. Jacquemin
* Director February 21, 2002
- ------------------------------------
Robert P. Levy
*By: /s/ Robert S. Ippolito
----------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
BACKSIDE, INC.
By: /s/ Richard E. Orbann
----------------------------------------
Richard E. Orbann
President, Secretary, Treasurer and
Director
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Richard E. Orbann President, Secretary, Treasurer February 21, 2002
- ------------------------------------ and Director (Principal Executive,
Richard E. Orbann Financial and Accounting Officer)
* Director February 21, 2002
- ------------------------------------
Peter M. Carlino
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
BSL, INC.
By: /s/ Robert S. Ippolito
---------------------------------------------
Robert S. Ippolito
Secretary and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* Chief Executive Officer and February 21, 2002
- ------------------------------------ Director (Principal Executive
Peter M. Carlino Officer)
* Secretary and Treasurer (Principal February 21, 2002
- ------------------------------------ Financial and Accounting Officer)
Robert S. Ippolito
* President and Director February 21, 2002
- ------------------------------------
Kevin DeSanctis
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
BTN, INC.
By: /s/ Robert S. Ippolito
----------------------------------------
Robert S. Ippolito
Secretary and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* Chief Executive Officer and February 21, 2002
- ------------------------------------ Director (Principal Executive
Peter M. Carlino Officer)
* Secretary and Treasurer (Principal February 21, 2002
- ------------------------------------ Financial and Accounting Officer)
Robert S. Ippolito President and Director
* February 21, 2002
- ------------------------------------
Kevin DeSanctis
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
CHC CASINOS CORP.
By: /s/ Robert S. Ippolito
------------------------------------------
Robert S. Ippolito
Secretary, Treasurer and Director
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* President and Chief Executive February 21, 2002
- ------------------------------------ Officer (Principal Executive
Peter M. Carlino Officer)
* Secretary, Treasurer and Director February 21, 2002
- ------------------------------------ (Principal Financial and
Robert S. Ippolito Accounting Officer)
* Vice President and Director February 21, 2002
- ------------------------------------
Joseph A. Lashinger, Jr.
*By: /S/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
CRC HOLDINGS, INC.
By: /S/ Robert S. Ippolito
-------------------------------------------
Robert S. Ippolito
Secretary, Treasurer and Director
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* President and Chief Executive February 21, 2002
- ------------------------------------ Officer (Principal Executive
Peter M. Carlino Officer)
* Secretary, Treasurer and Director February 21, 2002
- ------------------------------------ (Principal Financial and
Robert S. Ippolito Accounting Officer)
* Vice President and Director February 21, 2002
- ------------------------------------
Joseph A. Lashinger, Jr.
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
THE DOWNS RACING, INC.
By: /s/ Joseph A. Lashinger, Jr.
----------------------------------------
Joseph A. Lashinger, Jr.
President, Secretary and Treasurer and
Sole Director
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Joseph A. Lashinger, Jr. President, Secretary, Treasurer February 21, 2002
- ------------------------------------ and Sole Director (Principal
Joseph A. Lashinger, Jr. Executive, Financial and
Accounting Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
EBETUSA.COM, INC.
By: /s/ Joseph A. Lashinger, Jr.
----------------------------------------
Joseph A. Lashinger, Jr.
President and Director
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Joseph A. Lashinger, Jr. President and Director (Principal February 21, 2002
- ------------------------------------ Executive Officer)
Joseph A. Lashinger, Jr.
* Secretary, Treasurer and Director February 21, 2002
- ------------------------------------ (Principal Financial and
Robert S. Ippolito Accounting Officer)
* Director February 21, 2002
- ------------------------------------
Peter M. Carlino
* Vice President and Director February 21, 2002
- ------------------------------------
Kevin DeSanctis
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
LOUISIANA CASINO CRUISES, INC.
By: /s/ Robert S. Ippolito
-------------------------------------------------
Robert S. Ippolito
Secretary, Treasurer and Director
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* President and Chief Executive February 21, 2002
- ------------------------------------ Officer (Principal Executive
Peter M. Carlino Officer)
* Secretary, Treasurer and Director February 21, 2002
- ------------------------------------ (Principal Financial and
Robert S. Ippolito Accounting Officer)
* Vice President and Director February 21, 2002
- ------------------------------------
Joseph A. Lashinger, Jr.
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
MILL CREEK LAND, INC.
By: /s/ Robert S. Ippolito
-------------------------------------------------
Robert S. Ippolito
Secretary and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* President and Director (Principal February 21, 2002
- ------------------------------------ Executive Officer)
Richard E. Orbann
* Secretary and Treasurer (Principal February 21, 2002
- ------------------------------------ Financial and Accounting Officer)
Robert S. Ippolito
* Director February 21, 2002
- ------------------------------------
Peter M. Carlino
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
MOUNTAINVIEW THOROUGHBRED RACING ASSOCIATION
By: /s/ Robert S. Ippolito
---------------------------------------------
Robert S. Ippolito
Secretary and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* President and Director (Principal February 21, 2002
- ------------------------------------ Executive Officer)
Peter M. Carlino
* Secretary and Treasurer February 21, 2002
- ------------------------------------ (Principal Financial and
Robert S. Ippolito Accounting Officer)
* Director February 21, 2002
- ------------------------------------
Harold Cramer
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
NORTHEAST CONCESSIONS, INC.
By: /s/ Robert S. Ippolito
-------------------------------------------------
Robert S. Ippolito
Vice President and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* President, Secretary and Director February 21, 2002
- ------------------------------------ (Principal Executive Officer)
Richard E. Orbann
* Vice President and Treasurer February 21, 2002
- ------------------------------------ (Principal Financial and
Robert S. Ippolito Accounting Officer)
* Director February 21, 2002
- ------------------------------------
Peter M. Carlino
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
PENN NATIONAL GAMING OF WEST VIRGINIA, INC.
By: /s/ Robert S. Ippolito
-------------------------------------------------
Robert S. Ippolito
Secretary and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* President and Director (Principal February 21, 2002
- ------------------------------------ Executive Officer)
Peter M. Carlino
* Secretary and Treasurer (Principal February 21, 2002
- ------------------------------------ Financial and Accounting Officer)
Robert S. Ippolito
* Director February 21, 2002
- ------------------------------------
Harold Cramer
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
PENN NATIONAL GSFR, INC.
By: /s/ Robert S. Ippolito
----------------------------------------------
Robert S. Ippolito
Secretary and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* Chairman of the Board and Chief February 21, 2002
- ------------------------------------
Peter M. Carlino Executive Officer (Principal
Executive Officer)
* Secretary and Treasurer (Principal February 21, 2002
- ------------------------------------
Robert S. Ippolito Financial and Accounting Officer)
* President, Chief Operating Officer February 21, 2002
- ------------------------------------
Richard E. Orbann and Director
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
PENN NATIONAL HOLDING COMPANY
By: /s/ Robert S. Ippolito
---------------------------------------------
Robert S. Ippolito
Secretary, Treasurer and Director
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* Chairman of the Board, President February 21, 2002
- ------------------------------------ and Chief Executive Officer
Peter M. Carlino (Principal Executive Officer)
* Secretary, Treasurer and Director February 21, 2002
- ------------------------------------ (Principal Financial and
Robert S. Ippolito Accounting Officer)
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
PENN NATIONAL SPEEDWAY, INC.
By: /s/ Richard M. Carlino
----------------------------------------
Richard M. Carlino
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* Chief Executive Officer (Principal February 21, 2002
- ------------------------------------ Executive, Financial and
Richard M. Carlino Accounting Officer)
* Director February 21, 2002
- ------------------------------------
Peter M. Carlino
* Director February 21, 2002
- ------------------------------------
Richard E. Orbann
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
PENNSYLVANIA NATIONAL TURF CLUB, INC.
By: /s/ Robert S. Ippolito
----------------------------------------------
Robert S. Ippolito
Secretary and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* President and Director (Principal February 21, 2002
- ------------------------------------ Executive Officer)
Peter M. Carlino
* Secretary and Treasurer (Principal February 21, 2002
- ------------------------------------ Financial and Accounting Officer)
Robert S. Ippolito
* Director February 21, 2002
- ------------------------------------
Harold Cramer
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
PNGI CHARLES TOWN FOOD & BEVERAGE LIMITED LIABILITY
COMPANY
By: PNGI CHARLES TOWN GAMING LIMITED LIABILITY
COMPANY (its sole member)
By: PENN NATIONAL GAMING OF WEST VIRGINIA, INC.
(its sole managing member)
By: /s/ Peter M. Carlino
-----------------------------------------------
Peter M. Carlino
President and Director
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* Sole Manager (Principal Executive, February 21, 2002
- ------------------------------------ Financial and Accounting Officer)
Richard L. Moore
By: Penn National Gaming of West
Virginia, Inc., in its capacity as sole
managing member of PNGI Charles
Town Gaming Limited Liability
Company, in its capacity as sole member
of PNGI Charles Town Food &
Beverage LLC
*
- ------------------------------------ President and Director February 21, 2002
Peter M. Carlino
By: Penn National Gaming of West Virginia,
Inc., in its capacity as sole managing
member of PNGI Charles Town Gaming Limited
Liability Company, in its capacity as
sole member of PNGI Charles Town Food &
Beverage LLC
*
- ------------------------------------ Director February 21, 2002
Harold Cramer
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
PNGI CHARLES TOWN GAMING LIMITED LIABILITY COMPANY
By: PENN NATIONAL GAMING OF WEST VIRGINIA, INC.
(its managing sole member)
By: /s/ Robert S. Ippolito
-------------------------------------------------
Robert S. Ippolito
Secretary and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
By: Penn National Gaming of West Virginia,
Inc., in its capacity as sole managing
member of PNGI Charles Town Gaming Limited
Liability Company
*
- ------------------------------------ President and Director (Principal February 21, 2002
Peter M. Carlino Executive Officer)
By: Penn National Gaming of West Virginia,
Inc., in its capacity as sole managing
member of PNGI Charles Town Gaming Limited
Liability Company
* Secretary and Treasurer (Principal February 21, 2002
- ------------------------------------ Financial and Accounting Officer)
Robert S. Ippolito
By: Penn National Gaming of West Virginia,
Inc., in its capacity as sole managing
member of PNGI Charles Town Gaming Limited
Liability Company
*
- ------------------------------------ Director February 21, 2002
Harold Cramer
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
PNGI POCONO, INC.
By: /s/ Robert S. Ippolito
-------------------------------------------------
Robert S. Ippolito
Secretary and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* President and Sole Director February 21, 2002
- ------------------------------------ (Principal Executive Officer)
Richard E. Orbann
* Secretary and Treasurer (Principal February 21, 2002
- ------------------------------------ Financial and Accounting Officer)
Robert S. Ippolito
*By: /s/ Robert S. Ippolito
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
STERLING AVIATION INC.
By: /s/ Robert S. Ippolito
---------------------------------------------
Robert S. Ippolito
Secretary and Treasurer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* President and Director (Principal February 21, 2002
- ------------------------------------ Executive Officer)
Peter M. Carlino
* Secretary and Treasurer (Principal February 21, 2002
- ------------------------------------ Financial and Accounting Officer)
Robert S. Ippolito
* Director February 21, 2002
- ------------------------------------
Harold Cramer
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
TENNESSEE DOWNS, INC.
By: /s/ Robert S. Ippolito
-------------------------------------------------
Robert S. Ippolito
Secretary and Director
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
* President and Director (Principal February 21, 2002
- ------------------------------------ Executive, Financial and
richard E. Orbann Accounting Officer)
* Director February 21, 2002
- ------------------------------------
Peter M. Carlino
* Secretary and Director February 21, 2002
- ------------------------------------
Robert S. Ippolito
* Vice President and Director February 21, 2002
- ------------------------------------
Joseph A. Lashinger, Jr.
*By: /s/ Robert S. Ippolito
------------------------------
Robert S. Ippolito,
as Attorney-in-Fact and
Agent of the Undersigned
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February
21, 2002.
WILKES BARRE DOWNS, INC.
By: /s/ Robert E. Abraham
----------------------------------------
Robert E. Abraham
President, Secretary, Treasurer and
Sole Director
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Robert E. Abraham President, Secretary, Treasurer February 21, 2002
- ------------------------------------ and Sole Director (Principal
Robert E. Abraham Executive, Financial and
Accounting Officer)
EXHIBIT 5.1
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2217
February 21, 2002
Penn National Gaming, Inc.
825 Berkshire Boulevard, Suite 200
Wyomissing, PA 19610
Ladies and Gentlemen:
We have acted as counsel to Penn National Gaming, Inc., a Pennsylvania
corporation (the "Company"), and its subsidiaries that are additional
registrants (the "Guarantors") in connection with the preparation of a
Registration Statement on Form S-3 (Registration No. 333-63780) (the "Initial
Registration Statement") and a second Registration Statement on Form S-3 filed
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended
(the "Rule 462(b) Registration Statement" and together with the Initial
Registration Statement, the "Registration Statements"), relating in part to the
offering of $175,000,000 aggregate principal amount of the Company's 8 7/8%
senior subordinated notes due 2010 (the "Notes") and guarantees (the
"Guarantees") of the Notes by the Guarantors.
In rendering the opinion set forth below, we have reviewed (a) the
Registration Statements, (b) the proposed Indenture (the "Indenture") among
the Company, each of the Guarantors and State Street Bank and Trust Company,
as trustee (the "Trustee"), and the forms of the Notes and Guarantees set
forth therein, (c) the respective charters and bylaws of the Company and the
Guarantors, (d) certain records of the corporate proceedings of the Company
and the Guarantors, and (e) such records, documents, statutes and decisions
as we have deemed relevant. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity with the original of all documents
submitted to us as copies thereof.
On the basis of and in reliance upon the foregoing, we are of the opinion
that when the Indenture is duly executed and delivered by the Company, the
Guarantors and the Trustee, the Notes are duly executed and delivered by the
Company and duly authenticated by the Trustee, and the Guarantees are duly
executed and delivered by the Guarantors, all in accordance with the terms of
the Indenture, the Notes and the related Guarantees will constitute valid and
legally binding obligations of the Company and the Guarantors, as applicable,
enforceable against the Company and the Guarantors in accordance with their
respective terms, except to the extent that enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent conveyances and transfers), reorganization, moratorium
or other similar laws relating to or affecting enforcement of creditors'
rights generally, or by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law).
We are opining herein as to the effect on the subject transactions only of the
Business Corporation Law of the Commonwealth of Pennsylvania and the internal
laws of the State of New York, as applicable, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
other local agencies within any state.
Penn National Gaming, Inc.
February 21, 2002
Page 2
We have assumed that to the extent any of the Notes, or agreements and
undertakings of the Company or the Guarantors in furtherance of the Notes,
contain provisions which require compliance with laws other than the Business
Corporation Law of the Commonwealth of Pennsylvania or the internal laws of the
State of New York, such compliance has occurred or will occur. We express no
opinion herein concerning any gaming, race, wagering or lottery law, regulation,
interpretation or matter of any jurisdiction (including the jurisdictions
specified in the preceding sentence).
We hereby consent to the use of this opinion as Exhibit 5.1 to the Rule 462(b)
Registration Statement and to the reference to our firm under the caption "Legal
Matters" included in the Initial Registration Statement and incorporated by
reference into the Rule 462(b) Registration Statement, but we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act, or the rules and regulations promulgated by the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Penn National Gaming, Inc. and subsidiaries
Wyomissing, Pennsylvania
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 filed pursuant to Rule 462(b) of our report dated March
12, 2001, relating to the consolidated financial statements of Penn National
Gaming, Inc. and subsidiaries appearing in the Company's Annual Report on Form
10-K/A for the year ended December 31, 2000.
We also consent to the reference to us under the caption "Experts" in the
Registration Statement on Form S-3 (SEC File No. 333-63780).
/s/ BDO Seidman
BDO Seidman, LLP
Philadelphia, Pennsylvania
February 21, 2002
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 filed pursuant to Rule
462(b) of our report dated February 8, 2000, relating to the financial
statements of Mardi Gras Casino Corp. and our report dated February 8, 2000,
relating to the financial statements of Mississippi - I Gaming, L.P., which
appear in the Penn National Gaming, Inc.'s Current Report on Form 8-K/A filed on
October 20, 2000, and to all reference to our firm included in the Registration
Statement on Form S-3 (SEC File No. 333-63780).
/s/ Arthur Andersen LLP
New Orleans, Louisiana
February 21, 2002
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Penn National Gaming, Inc. of our report dated February
2, 2001 relating to the financial statements of CRC Holdings, Inc. - Gaming
Division, which appears in Penn National Gaming, Inc.'s Current Report on Form
8-K/A filed on June 8, 2001, which is incorporated by reference in Penn National
Gaming, Inc.'s Registration Statement on Form S-3 (333-63780). We also consent
to the reference to us under the heading "Experts" in the Registration Statement
on Form S-3 (333-63780), which is incorporated by reference in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Miami, Florida
February 21, 2002
