PENN NATIONAL GAMING INC
8-K, EX-99.1, 2000-08-08
RACING, INCLUDING TRACK OPERATION
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CONTACT:

Robert Ippolito                            Joseph N. Jaffoni
Chief Financial Officer                    Jaffoni & Collins Incorporated
610/373-2400                               212/835-8500 or [email protected]

FOR IMMEDIATE RELEASE

                PENN NATIONAL GAMING TO ACQUIRE CRC HOLDINGS AND

                    LOUISIANA CASINO CRUISES FOR $160 MILLION

         - Accretive Transaction Expands Penn National's Gaming Assets,

           Further Diversifies Operations Into Louisiana and Canada -

Wyomissing,  Penn. and Miami, Florida,  (July 31, 2000) -- Penn National Gaming,
Inc.  (NASDAQ:  PENN)  announced  today that it has  entered  into a  definitive
agreement to acquire CRC  Holdings,  Inc.  (CRC) which does business as Carnival
Resorts and Casinos for $95.8 million and the  assumption of  approximately  $32
million in net debt. CRC is an experienced operator of gaming facilities and the
owner of  approximately  59% of Louisiana  Casino  Cruises,  Inc.  (LCCI).  Penn
National also announced that it had entered into a definitive agreement with the
minority  owners  of LCCI to  acquire  their  approximately  41% stake for $32.5
million. Under the terms of the agreement, CRC will divest all of its non-gaming
related assets prior to closing.  The  acquisitions are expected to be accretive
to Penn National's results in the first year of operations after closing. In the
twelve months ended  February 29, 2000 CRC's gaming  business,  including  LCCI,
generated approximately $30.6 million in EBITDA.

Casino Rouge

LCCI owns and operates the Casino Rouge, a riverboat gaming facility on the east
bank of the  Mississippi  River in Baton  Rouge,  Louisiana.  The  Casino  Rouge
features a four-story,  47,000 square foot riverboat  casino  replicating a 19th
century Mississippi River paddlewheel steamboat, a two-story, 58,000 square foot
dockside  embarkation  facility and parking for 1,650 cars.  The riverboat has a
capacity of 1,800 patrons and emphasizes  spaciousness  and excitement  with its
generous  aisle space,  15-foot  ceilings,  a large central atrium and specially
designed  lighting.  The Casino Rouge offers  28,000 square feet of gaming space
spread  over three  decks  with 974  gaming  machines  and 42 table  games.  The
dockside  embarkation  facility offers a panoramic view of the Mississippi River
and a variety of amenities  including a 268-seat  buffet,  bar and lounge areas,
meeting and planning space and a gift shop. The Casino Rouge cruises eight times
a day.  Located on a 23-acre  site,  five acres of which are owned by LCCI,  the
Casino  Rouge  is  within  approximately  one  mile  of both  Interstate  10 and
Interstate  110.  For the year ended  November  30, 1999 the Casino  Rouge had a
61.9% share of the Baton Rouge gaming market casino revenues, as reported by the
Louisiana State Police, a regulatory body governing the market.
<PAGE>

Casino Rama

CRC also has a  management  contract  for Casino  Rama which is in effect  until
2011. Casino Rama is located approximately 80 miles north of Toronto, Canada, in
Orillia,  Canada on the Chippewas of Mnjikaning First Nation land.  Casino Rama,
with 75,000  square feet of gaming space,  features  2,300 slot machines and 110
table games as well as a buffet, two restaurants,  a nightclub,  a retail center
and a 3,000  seat  outdoor  theater.  The  Casino  Rama  facility  is  currently
undergoing a U.S. $160 million expansion.

Commenting on the agreements,  Peter M. Carlino, Chief Executive Officer of Penn
National,  said, "This is an excellent  financial and strategic  transaction for
Penn  National as it is expected to be accretive to our  operating  results upon
closing, it builds the critical mass of our gaming operations when combined with
our  soon-to-be  completed  acquisition of the Casino Magic hotel and casino and
the Boomtown  Biloxi casino and our Charles Town gaming facility and diversifies
the geographic reach of our operations.  Furthermore,  the transaction brings to
Penn  National a management  team with a  tremendous  track record in the gaming
industry.

"The  Casino  Rouge is the premier  riverboat  gaming  facility in Baton  Rouge,
Louisiana as evidenced by its  exceptional  market share and operating  results.
And, with a relatively consistent number of gaming devices and table games since
opening in 1996,  Casino Rama has built its revenues to approximately  U.S. $354
million in 1999. Casino Rama's daily win per position at U.S. $320 in 1999 ranks
among the highest of casinos in the U.S. and Canada which we believe underscores
the gaming  expertise of the CRC management  team which has managed the property
since its  opening in 1996 and  assisted  in the  property's  development."  The
transaction,  expected  to  close  in the  first  half of 2001,  is  subject  to
regulatory  and other  approvals in both  Louisiana and Canada,  financing,  the
expiration  of  the  applicable   Hart-Scott-Rodino  waiting  period  and  other
customary closing conditions. Penn National was advised in its negotiations with
CRC by the Fort Hill Group of New York, NY.

Penn  National  owns  three  racetracks  and  eleven  off-track  wagering  (OTW)
facilities  located  in  Pennsylvania  (two  tracks  and  eleven  OTWs) and West
Virginia  (one track).  The  Company's  Charles Town Races in West Virginia also
features  1,500  slot  machines.  Penn  National  intends  (subject  to  certain
conditions) to acquire the Casino Magic hotel, casino, golf resort and marina in
Bay St. Louis, Mississippi and the Boomtown Biloxi casino in Biloxi, Mississippi
from Pinnacle Entertainment, Inc. (NYSE: PNK).

Except for the historical  information in this press release, this press release
includes  forward-looking  statements  which are made  pursuant  to the  Private
Securities  Litigation Reform Act of 1995 that involve risks and  uncertainties,
including, but not limited to, quarterly fluctuations in results, the management
of growth,  weather,  regulatory changes,  and other risks detailed from time to
time in the Penn National's  Securities and Exchange Commission filings.  Actual
results may differ materially from such information set forth herein.

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