If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:   Not applicable

PART I — REGISTRANT INFORMATION

Penn National Gaming, Inc.

Full Name of Registrant

Not applicable

Former Name if Applicable

Wyomissing Professional Center 825 Berkshire Blvd., Suite 200

Address of Principal Executive Office (Street and Number)

Wyomissing, Pennsylvania 19610

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Penn National Gaming, Inc. (the "Company") is unable to file its complete Annual Report on Form 10-K for the year ended December 31, 2004 (the "Form 10-K") by the prescribed due date without unreasonable effort or expense due to the circumstances described below.  The Company seeks relief pursuant to Rule 12b-25(b) with respect to the Form 10-K. However, the Company is filing on March 16, 2005 a Current Report on Form 8-K with all of the information to be included in the Form 10-K (including audited financial statements) except for Management’s Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (Item 9A), and certain information required by Items 9B (Other Information) and 15 (Exhibits) of the Form 10-K.

 

As described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2005, during the course of evaluating the effectiveness of the Company’s internal control over financial reporting as required under the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, certain potential material weaknesses were identified.  The Company and its independent registered public accounting firm are both in the process of concluding their evaluation of the potential deficiencies as well as other aspects of the Company’s internal control over financial reporting.  As of March 15, 2005, the Company’s independent registered public accounting firm has informed the Company that they have not identified any additional potential material weaknesses beyond those previously disclosed in the March 9, 2005 Form 8-K.

 

In light of the foregoing, the Company will not be able to file a complete Form 10-K by March 16, 2005.  The Company expects to complete its assessment of its internal control over financial reporting and file a complete Form 10-K no later than March 31, 2005.

 

(Attach extra Sheets if Needed)

 

SEC 1344 (07-03)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification
	Carl Sottosanti		(610)		373-2400
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
ý Yes						o No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
o Yes						ý No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

Penn National Gaming, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date	March 16, 2005		By	/s/Robert S. Ippolito
				Robert S. Ippolito
				Vice President, Secretary &
				Treasurer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

 

GENERAL INSTRUCTIONS