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WAIS Document Retrieval[Code of Federal Regulations]
[Title 17, Volume 3]
[Revised as of April 1, 2001]
From the U.S. Government Printing Office via GPO Access
[CITE: 17CFR240.13d-102]
[Page 132-136]
TITLE 17--COMMODITY AND SECURITIES EXCHANGES
CHAPTER II--SECURITIES AND EXCHANGE COMMISSION--Continued
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934
--Table of Contents
Subpart A--Rules and Regulations Under the Securities Exchange Act of
1934
Sec. 240.13d-102 Schedule 13G--Information to be included in statements
filed pursuant
to Sec. 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant
to Sec. 240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Penn National Gaming
(Name of Issuer)
Common Stock
(Title of Class of Securities)
707569101
(CUSIP Number)
12/31/04
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder of this cover page shall
not be deemed to be ``filed'' for the purpose of Section 18 of the
Securities Exchange Act of 1934 (``Act'') or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
[[Page 133]]
CUSIP No.707569101
------------------------------------------------------------------------
(1) Names of reporting persons.........
I.R.S. Identification Nos. of above
persons (entities only).. 54-1968332
------------------------------------------------------------------------
(2) Check the appropriate box if a (a)
member of a group
--------------------------------
(see instructions) (b) X
------------------------------------------------------------------------
(3) SEC use only.......................
------------------------------------------------------------------------
(4) Citizenship or place of
organization. Delaware/USA
------------------------------------------------------------------------
Number of shares beneficially owned by
each reporting person with:
(5) Sole voting power................ 4,667,468
--------------------------------
(6) Shared voting power.............. 0
--------------------------------
(7) Sole dispositive power........... 4,667,468
--------------------------------
(8) Shared dispositive power......... 0
------------------------------------------------------------------------
(9) Aggregate amount beneficially owned
by each reporting person. 4,667,468
------------------------------------------------------------------------
(10) Check if the aggregate amount in
Row (9) excludes certain shares (see
instructions).
------------------------------------------------------------------------
(11) Percent of class represented by
amount in Row (9). 5.73%
------------------------------------------------------------------------
(12) Type of reporting person (see
instructions). IA
------------------------------------------------------------------------
Page--of--Pages---------------------------------------------------------
Instructions for Cover Page:
(1) Names and I.R.S. Identification Numbers of Reporting Persons--
Furnish the full legal name of each person for whom the report is
filed--i.e., each person required to sign the schedule itself--including
each member of a group. Do not include the name of a person required to
be identified in the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish their I.R.S.
identification numbers, although disclosure of such numbers is
voluntary, not mandatory (see ``SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13G'', below).
(2) If any of the shares beneficially owned by a reporting person
are held as a member of a group and that membership is expressly
affirmed, please check row 2(a). If the reporting person disclaims
membership in a group or describes a relationship with other person but
does not affirm the existence of a group, please check row 2(b) [unless
it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may
not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization--Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish place of
organization.
(5)-(9), (11) Aggregated Amount Beneficially Owned By Each Reporting
Person, etc.--Rows (5) through (9) inclusive, and (11) are to be
completed in accordance with the provisions of Item 4 of Schedule 13G.
All percentages are to be rounded off to the nearest tenth (one place
after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in
row (9) does not include shares as to which beneficial ownership is
disclaimed pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the
Securities Exchange Act of 1934.
(12) Type of Reporting Person--Please classify each ``reporting
person'' according to the following breakdown (see Item 3 of Schedule
13G) and place the appropriate symbol on the form:
------------------------------------------------------------------------
Category Symbol
------------------------------------------------------------------------
Broker Dealer............................... BD
Bank........................................ BK
Insurance Company........................... IC
Investment Company.......................... IV
Investment Adviser.......................... IA
Employee Benefit Plan or Endowment Fund..... EP
Parent Holding Company/Control Person....... HC
Savings Association......................... SA
Church Plan................................. CP
Corporation................................. CO
Partnership................................. PN
Individual.................................. IN
Other....................................... OO
------------------------------------------------------------------------
[[Page 134]]
Notes: Attach as many copies of the second part of the cover page as
are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication,
answer items on the schedules (Schedule 13D, 13G, or 14D-1) by
appropriate cross references to an item or items on the cover page(s).
This approach may only be used where the cover page item or items
provide all the disclosure required by the schedule item. Moreover, such
a use of a cover page item will result in the item becoming a part of
the schedule and accordingly being considered as ``filed'' for purposes
of section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank forms
available from the Commission, printed or typed facsimiles, or computer
printed facsimiles, provided the documents filed have identical formats
to the forms prescribed in the Commission's regulations and meet
existing Securities Exchange Act rules as to such matters as clarity and
size (Securities Exchange Act Rule 12b-12).
Special Instructions for Complying With Schedule 13G
Under Sections 13 (d), 13(g) and 23 of the Securities Exchange Act
of 1934 and the rules and regulations thereunder, the Commission is
authorized to solicit the information required to be supplied by this
schedule by certain security holders of certain issuers.
Disclosure of the information specified in this schedule is
mandatory, except for I.R.S. identification numbers, disclosure of which
is voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of
certain equity securities. This statement will be made a matter of
public record. Therefore, any information given will be available for
inspection by any member of the public.
Because of the public nature of the information, the Commission can
use it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory organizations for
investigatory purposes or in connection with litigation involving the
Federal securities laws or other civil, criminal or regulatory statutes
or provisions. I.R.S. identification numbers, if furnished, will assist
the Commission in identifying security holders and, therefore, in
promptly processing statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule,
except for I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the
Federal securities laws and rules promulgated thereunder.
Instructions. A. Statements filed pursuant to Rule 13d-1(b)
containing the information required by this schedule shall be filed not
later than February 14 following the calendar year covered by the
statement or within the time specified in Rules 13d-1(b)(2) and 13d-
2(c). Statements filed pursuant to Rule 13d-1(d) shall be filed within
the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d). Statements
filed pursuant to Rule 13d-1(c) shall be filed not later than February
14 following the calendar year covered by the statement pursuant to
Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by
rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year
as that covered by a statement on this schedule may be incorporated by
reference in response to any of the items of this schedule. If such
information is incorporated by reference in this schedule, copies of the
relevant pages of such form shall be filed as an exhibit to this
schedule.
C. The item numbers and captions of the items shall be included but
the text of the items is to be omitted. The answers to the items shall
be so prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
Item 1(a) Name of issuer: Florida Gaming (FGMG)
Item 1(b) Address of issuer's principal executive offices:_
825 Berkshire Boulevard, Suite 200, Wyomising, PA 19610
2(a) Name of person filing:
Akre Capital Management, LLC
2(b) Address or principal business office or, if none, residence:
2 West Washington Street, PO Box 998, Middleburg, VA 20118
2(c) Citizenship:
Delaware/ United States
2(d) Title of class of securities:
Common Stock
2(e) CUSIP No.:
707569101
Item 3. If this statement is filed pursuant to Secs. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [X] An investment adviser in accordance with Sec. 240.13d-
1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Sec. 240.13d-1(b)(1)(ii)(F);
[[Page 135]]
(g) [ ] A parent holding company or control person in accordance
with Sec. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
(a) Amount beneficially owned: 4,667,468.
(b) Percent of class: 5.73%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 4,667,468.
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the disposition of
225,955.
(iv) Shared power to dispose or to direct the disposition of:
0.
Instruction. For computations regarding securities which represent a
right to acquire an underlying security see Sec. 240.13d-3(d)(1).
Item 5. Ownership of 5 Percent or Less of a Class. If this statement
is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the following [ ].
Instruction. Dissolution of a group requires a response to this
item.
Item 6. Ownership of More than 5 Percent on Behalf of Another
Person. If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than 5
percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. If a parent holding company or control person has filed
this schedule pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding company
or control person has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identification of the
relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Sec. 240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identity of each member of
the group.
Item 9. Notice of Dissolution of Group. Notice of dissolution of a
group may be furnished as an exhibit stating the date of the dissolution
and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the
group, in their individual capacity. See Item 5.
Item 10. Certifications
(a) The following certification shall be included if the statement
is filed pursuant to Sec. 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
(b) The following certification shall be included if the statement
is filed pursuant to Sec. 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Signature. After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: January 9, 2004
_By: /s/ Charles T. Akre, Jr.
___________________________
Name: Charles T. Akre, Jr.
Name/Title:_Managing Member________
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the
[[Page 136]]
filing person, evidence of the representative's authority to sign on
behalf of such person shall be filed with the statement, Provided,
however, That a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
(Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2),
13(g)(5), 23, 48 Stat. 882, 894, 901; sec. 203(a), 49 Stat. 704; sec. 8,
49 Stat. 1379; sec. 10, 78 Stat. 88a; sec. 2, 82 Stat. 454; secs. 1, 2,
84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119, 155; secs. 202, 203,
91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1), 78m(d)(2),
78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w))
[43 FR 18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978;
44 FR 2148, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept.
24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR
15287, Mar. 31, 1998]