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): April 27, 2001
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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 2. ACQUISITION OF ASSETS
(a) On April 27, 2001 (the "Closing Date"), the Registrant completed its
previously announced acquisitions of (i) CRC Holdings, Inc. ("CRC") from the
shareholders of CRC and (ii) the minority interest in Louisiana Casino Cruises,
Inc. not owned by CRC from Dan S. Meadows, Thomas L. Meehan and Jerry L. Bayles
(together, the "Acquisition"). The Acquisition was accomplished pursuant to the
terms of Agreement and Plan of Merger among CRC Holdings, Inc., Penn National
Gaming, Inc., Casino Holdings, Inc. and certain shareholders of CRC Holdings,
Inc., dated as of July 31, 2000 (the "Merger Agreement"), and a Stock Purchase
Agreement by and among Penn National Gaming, Inc., Dan S. Meadows, Thomas L.
Meehan and Jerry L. Bayles, dated as of July 31, 2000 (the "Stock Purchase
Agreement"). Under the Merger Agreement, CRC merged with Casino Holdings, Inc.,
a wholly-owned subsidiary of the Registrant (the "Merger"). The terms of each of
the agreements were the result of arm's length negotiations among the parties.
The aggregate consideration paid by the Registrant for the Acquisition was
approximately $160 million, including the repayment of existing debt at CRC or
its subsidiaries. The purchase price of the Acquisition was funded by the
proceeds of the Registrant's offering of senior subordinated notes, which was
completed in March 2001.
(b) The assets acquired pursuant to the Merger and Acquisition consist
primarily of the Casino Rouge riverboat gaming facility in Baton Rouge,
Louisiana, and a management contract for Casino Rama, a gaming facility located
in Orillia, Canada. The Registrant intends to continue the use of such assets in
the casino business.
The Registrant issued a press release announcing the completion of the
Acquisition, which release is filed herewith as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Financial Statements of Business Acquired.
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To be filed on Form 8-K/A as soon as practicable, but not later
than 75 days from the Closing Date.
(b) Pro forma Financial Information.
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To be filed on Form 8-K/A as soon as practicable, but not later
than 75 days from the Closing Date.
(c) Exhibits.
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Exhibit No. Description of Document
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2.1 + Agreement and Plan of Merger among CRC Holdings, Inc., Penn National Gaming,
Inc., Casino Holdings, Inc. and certain shareholders of CRC Holdings, Inc.
dated as of July 31, 2000.
2.2 + Stock Purchase Agreement by and among Penn National Gaming, Inc., Dan S.
Meadows, Thomas L. Meehan and Jerry S. Bayles, dated as of July 31, 2000.
99.1 * Press Release dated April 30, 2000.
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* Filed herewith.
+ Previously filed as an exhibit to the Registrant's Form 8-K dated
August 8, 2000.
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
Chief Financial Officer
Dated: May 7, 2001
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated April 20, 2000 - Penn National Gaming
Completes Acquisition of CRC Holdings and Louisiana Casino
Cruises