UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 18, 2005

 

PENN NATIONAL GAMING, INC.
(Exact name of registrant as specified in its charter)

 

Pennsylvania

0-24206

23-2234473

(State or other jurisdiction
 of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

825 Berkshire Blvd., Suite 200

 

19610

Wyomissing Professional Center

 

(Zip Code)

Wyomissing, PA

 

 

(Address of principal executive offices)

 

 

Registrant’s telephone number, including area code:  (610) 373-2400

 

Not applicable

(Former name or former address, if changed since last report)

 

 

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. below):

 

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 1.01 Entry into a Material Definitive Agreement.

                Effective February 18, 2005, Penn National Gaming, Inc. (the “Company”) received from the lenders under the Company’s existing senior secured credit facility a waiver which permits the Company to use borrowings under the credit facility, together with cash on hand, to fund the previously announced redemption of the Company’s 11-1/8% Senior Subordinated Notes due 2008.  The other terms of the credit facility remain unchanged.  Certain of the lenders under the credit facility have provided, and may provide in the future, certain financial advisory and investment banking services for the Company for which they receive customary fees.

 

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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 hereunto duly authorized.

 

 

 

 

PENN NATIONAL GAMING, INC.

 

(Registrant)

 

 

 

 

By:

/s/ Robert S. Ippolito

 

Date: February 23, 2005

 

Robert S. Ippolito

 

 

Vice President, Secretary and Treasurer

 

 

 

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