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 —March 30, 2005

(Date of earliest event reported)

 

 

PENN NATIONAL GAMING, INC.

 (Exact name of registrant as specified in its charter)

 

 

 

 

 

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 March 9, 2005, we disclosed on a Current Report on Form 8-K that we had not completed our evaluation of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and that four potential material weaknesses were identified during the evaluation process.  Since March 9, 2005, we and BDO Seidman, LLP, our independent registered public accounting firm, have completed the internal control evaluation and we have both concluded that no material weaknesses in our internal control over financial reporting existed as of December 31, 2004.  As a result, Management’s Annual Report on Internal Control over Financial Reporting, BDO Seidman’s Opinion on Management’s Assessment and BDO Seidman’s Opinion on the Effectiveness of Internal Control Over Financial Reporting to be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 will all be unqualified and reflect the respective conclusions that our internal control over financial reporting is effective as of December 31, 2004.

 

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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, thereunto duly authorized.

 

 

 

 

Dated: March 30, 2005	Penn National Gaming, Inc.
	By:	/s/Robert S. Ippolito
		Robert S. Ippolito
		Vice President, Secretary and Treasurer

 

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