-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O7yrOrFOztEkaejgC3ZRWkBTNR7qjKjZHxlADTMHs892kt1uYe0pFNnkWkeOMuWD WQ6o0ghVrGVwbGmSKl/eVw== 0000899140-09-000836.txt : 20090429 0000899140-09-000836.hdr.sgml : 20090429 20090429165508 ACCESSION NUMBER: 0000899140-09-000836 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081030 FILED AS OF DATE: 20090429 DATE AS OF CHANGE: 20090429 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PENN NATIONAL GAMING INC CENTRAL INDEX KEY: 0000921738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 232234473 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 825 BERKSHIRE BLVD STE 200 STREET 2: WYOMISSING PROFESSIONAL CENTER CITY: WYOMISSING STATE: PA ZIP: 19610 BUSINESS PHONE: 6103732400 MAIL ADDRESS: STREET 1: 825 BERSHIRE BLVD STREET 2: SUITE 200 CITY: WYOMISSING STATE: PA ZIP: 19610 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EDENS WESLEY R CENTRAL INDEX KEY: 0001124460 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24206 FILM NUMBER: 09779859 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 3/A 1 edens_penn3a1-042109ex.xml X0203 3/A 2008-10-30 2008-11-10 0 0000921738 PENN NATIONAL GAMING INC PENN 0001124460 EDENS WESLEY R C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 1 0 0 0 Common Stock 157822 I by PNG HOLDINGS LLC See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. /s/ Wesley R. Edens 2009-04-29 EX-99 2 e042109.txt 99.1 - EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses: (1) On November 10, 2008, 9,750 shares of Series B Preferred Stock of Penn National Gaming, Inc. ("Penn") were reported on Form 3. At that time, 157,822 shares of Penn common stock ("Common Stock") were inadvertently omitted and have been included in this amended Form 3. (2) Pursuant to the Stock Purchase Agreement, dated December 26, 2007, by and among PNG Holdings LLC ("PNG Holdings") and the sellers listed on Schedule I thereto, PNG Holdings acquired 202,336 shares of Common Stock. FIG PNG Holdings LLC ("FIG PNG Holdings") has an equity interest in 78% of PNG Holdings and by virtue of such interest has an equity interest in 157,822 shares of Common Stock. FIG PNG Holdings is owned by Fortress Investment Fund V (Fund A) L.P., Fortress Investment Fund V (Fund D) L.P., Fortress Investment Fund V (Fund E) L.P., Fortress Investment Fund V (Coinvestment Fund A) L.P., Fortress Investment Fund V (Coinvestment Fund D) L.P., (collectively, "Fund V ADE Funds"), and Fortress Investment Fund V (Fund B) L.P., Fortress Investment Fund V (Fund C) L.P., Fortress Investment Fund V (Fund F) L.P., Fortress Investment Fund V (Coinvestment Fund B) L.P., Fortress Investment Fund V (Coinvestment Fund C) L.P., Fortress Investment Fund V (Coinvestment Fund F) L.P., (collectively, "Fund V BCF Funds"). Fortress Fund V GP L.P. is the general partner of each of the Fund V ADE Funds, and the general partner of Fortress Fund V GP L.P. is Fortress Fund V GP Holdings Ltd., which is wholly-owned by Fortress Operating Entity II LP ("FOE II"). Fortress Fund V GP (BCF) L.P. is the general partner of each of the Fund V BCF Funds, and the general partner of Fortress Fund V GP (BCF) L.P. is Fortress Fund V GP (BCF) Holdings Ltd., which is wholly-owned by Principal Holdings I LP. FIG LLC is the investment manager of Fund V ADE Funds and Fund V BCF Funds, and is wholly-owned by Fortress Operating Entity I LP ("FOE I"). FIG Corp. is the general partner of FOE I and FOE II. FIG Asset Co. LLC is the general partner of Principal Holdings I LP. Fortress Investment Group LLC ("Fortress") wholly owns each of FIG Corp. and FIG Asset Co. LLC. Wesley R. Edens owns approximately 18% of Fortress as of April 1, 2009. (3) By virtue of his indirect interest in PNG Holdings, Mr. Edens may be deemed to beneficially own the shares listed in this report as beneficially owned by PNG Holdings. Mr. Edens disclaims beneficial ownership of all reported shares except to the extent of his pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----