SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O FORTRESS INVESTMENT GROUP LLC |
| 1345 AVENUE OF THE AMERICAS, 46TH FLOOR |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
10/30/2008
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3. Issuer Name and Ticker or Trading Symbol
PENN NATIONAL GAMING INC
[ PENN ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Series B Preferred Stock |
9,750
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I |
by FIF V PFD LLC
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
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/s/ Wesley R. Edens |
11/10/2008 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99.1
Explanation of Responses
(1) Pursuant to the Stock Purchase Agreement, dated July 3, 2008, by and among
Penn National Gaming, Inc. ("Penn"), FIF V PFD LLC ("FIF V PFD") and the
other purchasers thereto, FIF V PFD acquired 9,750 shares of Series B
Redeemable Preferred Stock ("Preferred Stock") of Penn upon consummation
of the transaction on October 30, 2008. FIF V PFD is owned by Fortress
Investment Fund V (Fund A) L.P., Fortress Investment Fund V (Fund D),
L.P., Fortress Investment Fund V (Fund E) L.P., Fortress Investment Fund V
(Coinvestment Fund A) L.P., Fortress Investment Fund V (Coinvestment Fund
D) L.P., (collectively, "Fund V ADE Funds"), and Fortress Investment Fund
V (Fund B) L.P., Fortress Investment Fund V (Fund C) L.P., Fortress
Investment Fund V (Fund F) L.P., Fortress Investment Fund V (Coinvestment
Fund B) L.P., Fortress Investment Fund V (Coinvestment Fund C) L.P.,
Fortress Investment Fund V (Coinvestment Fund F) L.P., (collectively,
"Fund V BCF Funds"). Fortress Fund V GP L.P. is the general partner of
each of the Fund V ADE Funds, and the general partner of Fortress Fund V
GP L.P is Fortress Fund V GP Holdings Ltd., which is wholly-owned by
Fortress Operating Entity II LP. FIG Corp. is the general partner of
Fortress Operating Entity II LP, and is wholly-owned by Fortress
Investment Group LLC ("Fortress"). Fortress Fund V GP (BCF) L.P. is the
general partner of each of the Fund V BCF Funds, and the general partner
of Fortress Fund V GP (BCF) L.P is Fortress Fund V GP (BCF) Holdings Ltd.,
which is wholly-owned by Principal Holdings I LP. FIG Asset Co. LLC is the
general partner of Principal Holdings I LP, and is wholly-owned by
Fortress of which Wesley R. Edens owns approximately 18% as of September
30, 2008.
(2) By virtue of his indirect interest in FIF V PFD, Mr. Edens may be deemed to
beneficially own the shares listed in this report as beneficially owned by
FIF V PFD. Mr. Edens disclaims beneficial ownership of all reported shares
except to the extent of his pecuniary interest therein and the inclusion of
the shares in this report shall not be deemed to be an admission of
beneficial ownership of all of the reported shares for purposes of Section
16 of the Securities Exchange Act of 1934, or otherwise.
