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): August 8, 2000
Penn National Gaming, Inc.
(Exact name of registrant specified in Charter)
Pennsylvania 000-24206 23-2234473
(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
825 Berkshire Boulevard, Suite 200
Wyomissing, PA 19610
(Address of principal executive offices) Zip Code
Registrant's telephone, including area code:
610-373-2400
(Former name and former address, if changed since last report)
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Item 2. Acquisition of Assets
(a) On August 8, 2000 (the "Closing Date"), the Registrant completed its
previously announced acquisition of substantially all of the assets (the
"Acquisitions") of the Casino Magic hotel, casino, golf resort,
recreational vehicle park and marina in Bay St. Louis, Mississippi ("Casino
Magic Bay St. Louis") and the Boomtown Biloxi casino in Biloxi, Mississippi
("Boomtown Biloxi"), from certain subsidiaries of Pinnacle Entertainment,
Inc. The Acquisition of Casino Magic Bay St. Louis and Boomtown Biloxi were
consummated by BSL, Inc. and BTN, Inc., respectively, each of which is a
wholly-owned subsidiary of the Registrant. The Casino Magic Bay St. Louis
Acquisition was accomplished pursuant to the terms of an Asset Purchase
Agreement, dated as of December 9, 1999, as amended, by and among BSL, Inc.
and Casino Magic Corp. The Boomtown Biloxi Acquisition was accomplished
pursuant to the terms of an Asset Purchase Agreement, dated as of December
9, 1999, as amended, by and among BTN, Inc. and Boomtown Inc. The terms of
each of the Purchase Agreements were the result of arm's length
negotiations among the parties. The aggregate consideration paid by the
Registrant for the Acquisitions was $195,000,000 cash, which was funded by
the Registrant's concurrent execution of a new $350 million credit
facility.
(b) The assets acquired pursuant to the Acquisitions from Casino Magic Corp.
and Boomtown Inc. were used in the operation of casinos at the Casino Magic
Bay St. Louis and Boomtown Biloxi properties, respectively. 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.
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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.
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(c) Exhibits.
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Exhibit No. Description of Document
2.1 Asset Purchase Agreement dated as of December 9, 1999 between BSL, Inc. and
Casino Magic Corp. (Exhibit 99.2) (1)
2.2 First Amendment to Asset Purchase Agreement dated as of December 17, 1999
between BSL, Inc. and Casino Magic Corp. (Exhibit 99.5) (1)
2.3 * Second Amendment to Asset Purchase Agreement dated as of August 1, 2000
between BSL, Inc. and Casino Magic Corp.
2.4 Asset Purchase Agreement dated as of December 9, 1999 between BTN, Inc. and
Boomtown Inc. (Exhibit 99.6) (1)
2.5 First Amendment to Asset Purchase Agreement dated as of December 17, 1999
between BTN, Inc. and Boomtown Inc. (Exhibit 99.9) (1)
2.6 * Second Amendment to Asset Purchase Agreement dated as of August 1, 2000
between BTN, Inc. and Boomtown Inc.
10.1 * Credit Agreement among Penn National Gaming, Inc., as Borrower, the
Several Lenders from time to time parties hereto, Lehman Brothers Inc., as
Lead Arranger and Book-Running Manager, CIBC World Markets Corp., as
Co-Lead Arranger and Co-Book Running Manager, Lehman Commercial Paper Inc.,
as Syndication Agent, Canadian Imperial Bank of Commerce, as Administrative
Agent, and The CIT Group/Equipment Financing, Inc., First Union National
Bank and Wells Fargo Bank, N.A., as Documentation Agents, dated as of
August 8, 2000.
99.1 * Press Release dated August 8, 2000 ------------ * Filed herewith.
(1) Previously filed as an exhibit to the Registrant's Form 8-K dated December
9, 1999.
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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.
Date: August 23, 2000 By: /s/ Robert S. Ippolito
Robert S. Ippolito
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
2.3 Second Amendment to Asset Purchase Agreement dated as of August 1, 2000
between BSL, Inc. and Casino Magic Corp.
2.6 Second Amendment to Asset Purchase Agreement dated as of August 1, 2000
between BTN, Inc. and Boomtown Inc.
10.1 Credit Agreement among Penn National Gaming, Inc., as Borrower, the Several
Lenders from time to time parties hereto, Lehman Brothers Inc., as Lead
Arranger and Book-Running Manager, CIBC World Markets Corp., as Co-Lead
Arranger and Co-Book Running Manager, Lehman Commercial Paper Inc., as
Syndication Agent, Canadian Imperial Bank of Commerce, as Administrative
Agent, and The CIT Group/Equipment Financing, Inc., First Union National
Bank and Wells Fargo Bank, N.A., as Documentation Agents, dated as of
August 8, 2000.
99.1 Press Release dated August 8, 2000
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