FORM 8-K/A

Amendment No. 1

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2005

PENN NATIONAL GAMING, INC.

(Exact name of registrant as specified in its charter)

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))

Penn National Gaming, Inc., a Pennsylvania corporation (the “Company”), hereby amends Items 2.01 and 9.01 of its Current Report on Form 8-K (Date of Report: October 3, 2005) in their entirety to read as follows:

Item 2.01.              Completion of Acquisition of Assets.

Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 3, 2004, as amended, by and among the Company, Thoroughbred Acquisition Corp., a wholly owned subsidiary of the Company, and Argosy Gaming Company (“Argosy”), on October 3, 2005, the Company completed its acquisition of Argosy.  The Company announced the completion of the acquisition in a press release dated October 3, 2005, which was previously filed as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference.

On October 4, 2005, the Company filed a Current Report on Form 8-K stating that it had completed the acquisition and that the financial statements and pro forma financial information required under Item 9.01 would be filed on or before December 19, 2005.  This amended Current Report on Form 8-K contains the required financial statements and pro forma financial information.

Item 9.01.              Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements of Argosy Gaming Company as of December 31, 2004 and December 31, 2003 and for the three years ended December 31, 2004 are included as Exhibit 99.4 to this form 8-K and are incorporated herein by reference.

The unaudited financial statements of Argosy Gaming Company as of September 30, 2005 and for the three and nine months ended September 30, 2005 and 2004 are included as Exhibit 99.5 to this form 8-K and are incorporated herein by reference.

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(b) Pro Forma Financial Information.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

On October 3, 2005, the Company completed its acquisition of Argosy. The transaction was accounted for as a purchase. As a result, the net assets of Argosy were recorded at their fair value with the excess of the purchase price over the fair value of the net assets acquired allocated to goodwill. The total purchase price for the acquisition was approximately $2,320.2 million, including acquisition costs of $44.5 million. The purchase price of the acquisition was funded by the proceeds of the Company’s new $2.725 million senior secured credit facility.

The Company acquired six Argosy casino entertainment facilities, although the Company has agreed to divest three of those properties to expedite the receipt of the regulatory approvals required to complete the merger. The Company has completed the sale of Argosy Casino-Baton Rouge to Columbia Sussex for $149.6 million and the Company has until December 31, 2006 to enter into definitive sale agreements for the Alton and Joliet, Illinois properties.

The unaudited pro forma condensed combined financial statements have been prepared to give effect to the acquisition by Penn National Gaming, Inc of Argosy Gaming Company, and the subsequent sale of Argosy Casino-Baton Rouge to Columbia Sussex . The pro forma financial statements are derived from the Company’s historical financial statements and the historical financial statements of Argosy Gaming Company. The historical financial statements have been adjusted as described in the notes to the unaudited pro forma condensed combined financial statements.

The following unaudited pro forma consolidated balance sheet has been prepared as if the acquisition of Argosy and divestiture of Argosy Casino-Baton Rouge had occurred on January 1, 2004.

The unaudited pro forma consolidated financial statements should be read in conjunction with the notes hereto and the following:

•                                          The Company’s historical consolidated financial statements and notes thereto for the year ended December 31, 2004 included in the Company’s Annual Report on Form 10-K and the nine months ended September 30, 2005 included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.

•                                          The historical financial statements and notes thereto of Argosy included as Exhibits 99.4 and 99.5 to this Current Report on Form 8-K.

The following unaudited pro forma consolidated statement of income is preliminary and subject to change based on finalization of other applicable post-closing adjustments that are not expected to be significant.

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Penn National Gaming, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
September 30, 2005
(In thousands)

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

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Penn National Gaming, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
September 30, 2005
(In thousands)

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

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Penn National Gaming, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Income
Nine Months ended September 30, 2005
(In thousands)

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

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Penn National Gaming, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Income
Year ended December 31, 2004
(In thousands)

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

Penn National Gaming, Inc. (the “Company”) has completed the acquisition of Argosy Gaming Company. The transaction was accounted for as a purchase.  As a result, the net assets of Argosy Gaming Company (“Argosy”) were recorded at their fair value with the excess of the purchase price over the fair value of the net assets acquired allocated to goodwill.  The total purchase price for the acquisition was $2,320.2 million, including acquisition costs of $44.5 million.  The total purchase price for the acquisition was funded by the proceeds of the Company’s new $2.725 billion senior secured credit facility.

The Company acquired six Argosy casino entertainment facilities, although the Company has agreed to divest three of those properties to expedite the receipt of the regulatory approvals required to complete the merger.  The Company has completed the sale of Argosy Casino-Baton Rouge to Columbia Sussex for $149.6 million and the Company has until December 31, 2006 to enter into definitive sale agreements for the Alton and Joliet, Illinois properties.

The unaudited pro forma condensed combined financial statements have been prepared to give effect to the acquisition by the Company of Argosy, and the subsequent sale of Argosy Casino-Baton Rouge to Columbia Sussex.  The pro forma financial statements are derived from our historical financial statements and the historical financial statements of Argosy.  The historical financial statements have been adjusted as described in the notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements are prepared in accordance with Article 11 of Regulation S-X.  For purposes of the unaudited pro forma condensed combined statements of income, we assumed the acquisition and divestiture occurred as of January 1, 2004.  We applied the purchase method of accounting, which requires an allocation of the purchase price to the assets acquired and liabilities assumed, at fair value.

The purchase price allocation reflected in the unaudited pro forma condensed combined financial statements is preliminary and is subject to revision.  This purchase price has been based upon a valuation of the tangible assets, and an identification and valuation of intangible assets.  The price reflects certain other estimates and assumptions prepared by management, including the establishment of a litigation accrual, environmental liability, and severance accrual.

2. Purchase Price Allocation

The following table sets forth the determination of the consideration paid for Argosy at the effective date of acquisition, October 1, 2005 and the purchase price allocation (in thousands, except share amounts):

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Reconciliation of cash paid to acquire Argosy:

Purchase price allocation:

3. Pro Forma Balance Sheet adjustments - Purchase:

Following are brief descriptions of the pro forma adjustments to the balance sheet to reflect the merger of Argosy with the Company:

A.    Records additional borrowings to fund the merger.

B.    Records deferred financing cost incurred to borrow funds to fund the merger.

C.             Records the acquisition of 100% of the equity of Argosy and reflects goodwill as the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired and liabilities assumed. The Company recorded goodwill of $1,340.6 million and eliminated Argosy goodwill in the amount of $727.5 million. In addition, the Company recorded $679.0 million of identifiable intangible assets, primarily consisting of trademark and license intangibles, which are deemed to have an indefinite useful life and therefore are not amortized.

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4. Pro Forma Balance Sheet adjustments — Sale of Baton Rouge:

D.                Records the sale of 100% of the equity of Argosy Casino-Baton Rouge as if it had occurred on September 30, 2005 rather than the actual sale date of October 25, 2005. The $149.6 million in cash proceeds from the sale are recorded as a decrease in the Company’s long-term debt.

5. Pro Forma Statements of Income Adjustments — Purchase:

E.                  Adjustments to interest expense reflect the $2.725 billion senior secured credit facility financing and retirement of Argosy debt. The pro forma interest expense reflects the current rates in effect as of November 30, 2005 and have been applied to all periods presented. A 0.125% change in the estimated interest rate would result in an approximate change in annual pro forma interest expense of $2.5 million for periods prior to September 30, 2005 and $1.3 million for periods subsequent to September 30, 2005.

F.                  Reflects the net increase in depreciation and amortization expense resulting from the valuation of the property and equipment to fair market value.

G.                 Reflects the amortization resulting from other identifiable intangible assets recorded as a result of the acquisition.

H.                Adjustment to reflect the income tax effect associated with the pro forma adjustments using Penn’s effective tax rate of approximately 40%.

I.                     Adjustment to reflect conforming accounting treatment of marketing coupons.

J.                    Adjustment to eliminate Argosy loss on early extinguishment of debt.

6. Pro Forma Statements of Income Adjustments — Sale:

K.                 Remove results of operations for the sale of Argosy Casino-Baton Rouge.

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(c) Exhibits

Exhibit 10.1*                             Credit Agreement, dated October 3, 2005 by and among the Company, the subsidiary guarantors party thereto, Deutsche Bank Securities Inc., Goldman Sachs Credit Partners L.P. and Lehman Brothers Inc., as Joint Lead Arrangers and Joint Bookrunners, Goldman Sachs Credit Partners L.P. and Lehman Commercial Paper Inc., as Co-Syndication Agents, Deutsche Bank Trust Company Americas, as Swingline Lender, Administrative Agent and as Collateral Agent, and Calyon New York Branch, Wells Fargo Bank, National Association and Bank of Scotland, as Co-Documentation Agents, and the lenders party thereto.

Exhibit 10.2*                             Securities Purchase Agreement, dated October 3, 2005, among Argosy Gaming Company, Wimar Tahoe Corporation and CP Baton Rouge Casino, L.L.C.

Exhibit 10.3*                             Letter agreement, dated October 3, 2005, among Penn National Gaming, Inc., CP Baton Rouge Casino, L.L.C., Columbia Sussex Corporation and Wimar Tahoe Corporation.

Exhibit 23.1                                    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

Exhibit 99.1*                             Press Release, dated October 3, 2005, issued by Penn National Gaming, Inc.

Exhibit 99.2*                             Press Release, dated September 29, 2005, issued by Penn National Gaming, Inc.

Exhibit 99.3*                             Press Release, dated October 3, 2005, issued by Penn National Gaming, Inc.

Exhibit 99.4            Financial statements of Argosy Gaming Company as of December 31, 2004 and December 31, 2003 and for the three years ended December 31, 2004.

Exhibit 99.5            Unaudited financial statements of Argosy Gaming Company as of September 30, 2005 and for the three and nine months ended September 30, 2005 and 2004.

* Previously Filed

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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.

EXHIBIT INDEX

* Previously Filed