UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

 

Date of Report – October 2, 2008

(Date of earliest event reported)

 

PENN NATIONAL GAMING, INC.

(Exact name of registrant as specified in its charter)

 

 

Area Code (610) 373-2400

(Registrant’s telephone number)

 

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 to Form 8-K):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 2.02               Results of Operations and Financial Condition.

 

On October 2, 2008, Penn National Gaming, Inc. (the “Company”) issued a press release revising its financial guidance for the three months ended September 30, 2008.  The full text of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

 

The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01               Other Events.

 

The risk factors discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 could materially affect the Company’s business, financial condition and future results and could cause the Company’s actual business and financial results to differ materially from those contained in forward-looking statements made by management from time to time.  The following new risk factor should be considered in addition to those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

 

The volatility and disruption of the capital and credit markets and adverse changes in the global economy may negatively impact our revenues and our ability to access financing.

 

While we intend to finance expansion and renovation projects with existing cash, cash flow from operations and borrowing under our existing senior secured credit facility, we may require additional financing to support our continued growth.  However, due to the existing uncertainty in the capital and credit markets, our access to capital may not be available on terms acceptable to the Company or at all.  Further, if adverse regional and national economic conditions persist or worsen, we could experience decreased revenues from our operations attributable to decreases in consumer spending levels and could fail to satisfy the financial and other restrictive covenants to which we are subject under our existing indebtedness.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit No.		Description
99.1		Press release, dated October 2, 2008, issued by Penn National Gaming, Inc. revising its financial guidance for the three months ended September 30, 2008.

 

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SIGNATURES

 

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.

 

 

Dated: October 8, 2008	PENN NATIONAL GAMING, INC.
	By:	/s/ Robert S. Ippolito
		Robert S. Ippolito
		Vice President, Secretary and Treasurer

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release, dated October 2, 2008, issued by Penn National Gaming, Inc. revising its financial guidance for the three months ended September 30, 2008.

 

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