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 (Date of earliest event reported): February 13, 2002
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PENN NATIONAL GAMING, INC.
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(Exact Name of Registrant Specified in Charter)
PENNSYLVANIA 0-24206 23-2234473
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
825 Berkshire Boulevard
Wyomissing, PA 19610
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 373-2400
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
(a) On February 13, 2002, Penn National Gaming, Inc. (the "Company") and
The Carlino Family Trust (the "Selling Shareholder") entered into an Purchase
Agreement (the "Purchase Agreement") with Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., CIBC World
Markets Corp., Deutsche Banc Alex. Brown Inc. and Lehman Brothers Inc., as
representatives of the several underwriters named therein (together, the
"Underwriters") providing for the underwritten public offering of 4,000,000
shares of common stock, par value $.01 per share, of the Company (the
"Securities") at a public offering price of $30.50 before underwriting
discount (the "Public Offering Price"). Under the Purchase Agreement, the
Company and the Selling Shareholder will sell 2,750,000 shares and 1,250,000
shares, respectively, to the Underwriters. The Company also has granted the
Underwriters a 30-day option to purchase up to an additional 600,000 shares
at the Public Offering Price to cover over-allotments. On February 19, 2002,
the Underwriters gave notice to the Company of their intent to exercise this
option. The sale of the Securities (including the option securities) will
result in net proceeds after underwriter's discount but before expenses to
the Company of approximately $96.8 million. The Company will not receive any
proceeds relating to the sale of Securities by the Selling Shareholder. The
Securities that are being offered and sold have been registered on Form S-3
(Registration No. 333-63780) relating to the registration of the Shares and
certain other securities of the Company, filed by the Company with the United
States Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), on June 25, 2001,
Amendment No. 1 thereto, as filed by the Company with the Commission under
the Securities Act on July 10, 2001 and Amendment No. 2 thereto, as filed by
the Company under the Securities Act of July 23, 2001.
(b) On February 19, 2002, the Company issued a press release relating to
the status of its ongoing litigation with Showboat Development Company. The
Company hereby incorporates by reference that press release, attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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1.1 Form of Purchase Agreement dated February 13, 2002 by and between
Penn National Gaming, Inc. and The Carlino Family Trust and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Bear, Stearns & Co. Inc., CIBC World Markets Corp.,
Deutsche Banc Alex. Brown Inc. and Lehman Brothers Inc., as
representatives of the several underwriters named therein.
99.1 Press Release - Penn National Gaming Learns Showboat Lawsuit
is Re-Filed in Pennsylvania
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 hereunto duly authorized.
PENN NATIONAL GAMING, INC.
(Registrant)
By /s/ ROBERT S. IPPOLITO
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Robert S. Ippolito
Secretary and Treasurer
Dated: February 19, 2002
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1 Purchase Agreement dated February 13, 2002 by and between Penn
National Gaming, Inc. and The Carlino Family Trust and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Bear, Stearns & Co. Inc., CIBC World Markets Corp., Deutsche Banc
Alex. Brown Inc. and Lehman Brothers Inc., as representatives of
the several underwriters named therein.
99.1 Press Release - Penn National Gaming Learns Showboat Lawsuit
is Re-Filed in Pennsylvania