UNITED STATES

 

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 — August 27, 2004

(Date of earliest event reported)

 

 

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
Number)

 

 

 

 

 

825 Berkshire Blvd., Suite 200, Wyomissing Professional Center, Wyomissing, PA

 

19610

(Address of principal executive offices)

 

(Zip Code)

 

Area Code (610) 373-2400

(Registrant’s telephone number)

 

 

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 to Form 8-K):

 

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 24.14a-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 40.13e-4(c))

 


 

Item 8.01               Other Events.

 

On August 27, 2004, acting by and through its managing general partner, HCS I, Inc., Hollywood Casino Shreveport (“HCS”) entered into an agreement with Eldorado Resorts, LLC (“Eldorado”) providing for the acquisition of HCS by certain affiliates of Eldorado.  HCS, a wholly owned indirect subsidiary of Penn National Gaming, Inc. (the “Company”), was acquired by the Company in March 2003 as part of its acquisition of Hollywood Casino Corporation.  The Company classified the operations of HCS as discontinued as of June 30, 2004 as a result of the Company’s decision to not participate in the bidding process for the sale of HCS.

 

 

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, thereunto duly authorized.

 

 

Dated:  September 2, 2004

 

Penn National Gaming, Inc.

 

 

 

 

 

 

 

 

 

 

By:

/s/Robert S. Ippolito

 

 

 

 

Robert S. Ippolito

 

 

 

Vice President, Secretary and Treasurer