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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 15, 1997
PENN NATIONAL GAMING, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-24206 23-2234473
(State or other jurisdiction of (Commission (I.R.S.Employer
incorporation or organization) File Number) Identification No)
825 Berkshire Blvd. Wyomissing, PA 19610
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 610-373-2400
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The following
financial statements of Charles Town Races Inc. and Charles Town Racing Limited
Partnership are filed as part of this Current Report on Form 8 -K:
Page No.
Report of Independent Accountants *
Consolidated Balance Sheets at December 31, 1994 *
And 1995 and at September 30, 1996 (unaudited)
Consolidated Statements of Income and Retained *
Earnings for the years ended December 31, 1993, 1994 and
1995 and for the nine months ended September 30, 1996 (unaudited)
Consolidated Statement of Cash Flows for the years *
ended December 31, 1993, 1994 and 1995 and for the
nine months ended September 30, 1996 (unaudited)
Notes to Consolidated Financial Statements *
(b) PRO FORMA FINANCIAL INFORMATION. The following unaudited
pro forma combined financial information is filed as part of this
Current Report on Form 8-K:
Unaudited Pro Forma Consolidated Financial Information *
Unaudited Pro Forma Consolidated Balance Sheet *
Unaudited Pro Forma Consolidated Statement of Income *
Notes to Unaudited Pro Forma Consolidated *
Financial Statements
* Incorporated by reference to the corresponding items included in
Amendment No. 1 to the Company's Registration Statement on Form S-3
(File No. 333-18861) filed with the Securities and Exchange Commission on
February 11, 1997
(c) Exhibits.
Exhibit No. Description
2.1 Amended and Restated Option Agreement dated as of
February 17, 1995 among Charles Town Races, Inc., Charles
Town Racing Limited Partnership, and PNGI Charles Town Gaming
Limited Liability Company. (*)
2.2 Transfer, Assignment and Assumption Agreement and Bill of
Sale dated January 15, 1997 among Charles Town Races, Inc.,
Charles Town Racing Limited Partnership, and PNGI Charles
Town Gaming Limited Liability Company. (*)
2.3 Closing Agreement dated January 15, 1997 among Charles Town
Races, Inc., Charles Town Racing Limited Partnership, and
PNGI Charles Town Gaming Limited Liability Company. (*)
2.4 Amended and Restated Operating Agreement dated as of December
31, 1996 among Penn National Gaming of West Virginia, Inc.,
Bryant Development Company and PNGI Charles Town Gaming
Limited Liability Company. (*)
2.5 Letter dated January 14, 1997 from Peter M. Carlino to James
A. Reeder. (*)
2.6 First Amendment and Consent dated as of January 7, 1997 among
the Company, Bankers Trust Company as Agent, CoreStates Bank,
N.A. as Co-Agent, and certain banks party to the Credit
Agreement dated as of November 27, 1996. (*)
23.5 Consent of Leonard J. Miller & Associates **
* Previously filed
** Filed herewith
SIGNATURE
Pursuant to the requirements 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.
PENN NATIONAL GAMING, INC.
By: /s/ Robert S. Ippolito
Robert S. Ippolito Chief Financial Officer,
Secretary/Treasurer
Date: March 25, 1997
EXHIBIT INDEX
Exhibit No. Description
2.1 Amended and Restated Option Agreement dated as of
February 17, 1995 among Charles Town Races, Inc., Charles
Town Racing Limited Partnership, and PNGI Charles Town Gaming
Limited Liability Company. (*)
2.2 Transfer, Assignment and Assumption Agreement and Bill of
Sale dated January 15, 1997 among Charles Town Races, Inc.,
Charles Town Racing Limited Partnership, and PNGI Charles
Town Gaming Limited Liability Company. (*)
2.3 Closing Agreement dated January 15, 1997 among Charles Town
Races, Inc., Charles Town Racing Limited Partnership, and
PNGI Charles Town Gaming Limited Liability Company. (*)
2.4 Amended and Restated Operating Agreement dated as of December
31, 1996 among Penn National Gaming of West Virginia, Inc.,
Bryant Development Company and PNGI Charles Town Gaming
Limited Liability Company. (*)
2.5 Letter dated January 14, 1997 from Peter M. Carlino to James
A. Reeder. (*)
2.6 First Amendment and Consent dated as of January 7, 1997 among
the Company, Bankers Trust Company as Agent, CoreStates Bank,
N.A. as Co-Agent, and certain banks party to the Credit
Agreement dated as of November 27, 1996. (*)
23.5 Consent of Leonard J. Miller & Associates **
* Previously filed
** Filed herewith
EXHIBIT 23.5
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Penn National Gaming, Inc.
825 Berkshire Boulevard
Wyomissing, Pennsylvania
We hereby consent to the inclusion in the current report on Form 8-K/A of
Penn National Gaming, Inc. dated March 25, 1997 to be filed with the Securities
and Exchange Commission of our report dated April 8, 1996,relating to the
consolidated financial statements of Charles Town Races, Inc. and Charles Town
Racing Limited Partnership as of December 31, 1994 and 1995 and for each of the
years in the three-year period ended December 31, 1995.
/s/ LEONARD J. MILLER & ASSOCIATES, CHARTERED
LEONARD J. MILLER & ASSOCIATES, CHARTERED
Baltimore, Maryland
March 25, 1997