UNITED STATES

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 – July 29, 2009

(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 240.14a-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 240.13e-4(c))

Item 2.02               Results of Operations and Financial Condition.

On July 29, 2009, Penn National Gaming, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2009.  The full text of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01               Financial Statements and Exhibits.

(d)           Exhibits.

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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.

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EXHIBIT INDEX

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Exhibit 99.1

FOR IMMEDIATE RELEASE

PENN NATIONAL GAMING REPORTS SECOND

QUARTER REVENUE OF $580.8 MILLION

- Diluted Earnings Per Share of $0.27 Inclusive of Certain Net Charges of $0.05 Per Share -

- Establishes 2009 Third Quarter Guidance -

Wyomissing, Penn., (July 29, 2009) — Penn National Gaming, Inc. (PENN: Nasdaq) today reported second quarter operating results for the three months ended June 30, 2009, as summarized below:

Summary of Second Quarter Results

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Review of Second Quarter 2009 Results vs. Guidance and Second Quarter 2008 Results

Commenting on the results, Peter M. Carlino, Chairman and Chief Executive Officer of Penn National Gaming said, “While the current economic environment continues to impact the overall gaming industry, regional market revenue trends remain largely stable.  Penn National’s second quarter results were below our guidance, primarily as a result of unfavorable variances at Lawrenceburg, Charles Town, and Zia Park.  Lawrenceburg’s variance, in our view, is primarily attributable to a longer-than-anticipated disruption related to the transition of operations to the new Lawrenceburg vessel, which opened late in the quarter, and an unexpected spike in unusually large employee medical catastrophic claims.  Charles Town’s results reflect the roll-out of certain new marketing programs that were not as productive as projected, and Zia Park appears to be impacted by economic issues in West Texas related to oil price declines.  In addition, while visitation levels at our facilities remain similar to prior periods, spend-per-visit is lower, reflecting the challenges presented to consumers by current macro-economic conditions.

“Reflecting on Penn National’s second quarter results, it is our view that the quarterly property operating performance was generally in line with our expectations, and the variance to our guidance is not indicative of ongoing trends.  Accordingly, our EBITDA guidance for the third and fourth quarters of 2009 is unchanged from the assumptions in the full year guidance provided at the time we reported first quarter results.

“Late in the second quarter, Penn National re-opened the gaming operations at Joliet’s Empress Casino Hotel and hosted the grand opening of the all new Hollywood Casino Lawrenceburg gaming vessel.  The re-opening of these properties is especially noteworthy as both have historically been among our top five performing facilities in terms of revenue contributions.  In addition, since opening, both properties are enjoying strong patronage and play levels, signaling improving competitive positions in their respective markets.

“Following a fire in March that razed the land-based pavilion, Empress Casino Hotel reopened for business on June 25, debuting an entirely remodeled casino vessel with new features and amenities.  Through the efforts of our employees, local officials and contractors, Empress accelerated the timetable of the $55 million casino floor renovation component previously scheduled for completion in the third quarter.  The completely renovated casino vessel features new interior finishes, over 1,100 slots, 20 table games, a new 240-seat buffet and high limit and VIP areas as well

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as the introduction of Club Hollywood, Penn National’s new player rewards program.  We continue to work closely with the insurance carriers and adjusters and we expect to begin rebuilding the land-based pavilion with the proceeds from our insurance claims commencing in the fourth quarter of 2009, with completion scheduled by year-end 2010.

“In late June, Penn National also unveiled the new, two-story Hollywood Casino Lawrenceburg, a spectacular gaming vessel which represents the culmination of four years of planning, two years of construction and a $336 million capital investment.  The vessel features over 3,200 slots, 88 table games, high limit, VIP areas, new food and beverage offerings and room to accommodate nearly 9,000 guests or more than double the capacity of the prior vessel.  With the expanded parking that opened mid-2008 and other infrastructure improvements, the facility is more accessible than ever before to customers from Cincinnati and the tri-state region.  Hollywood Casino Lawrenceburg was recently selected as a regular stop on the World Poker Tour® with the first event scheduled for this August.  Our facility’s World Poker Tour room is expected to be the premier poker room for Midwest players while providing important promotional benefits to the overall Lawrenceburg operation.  Like Empress Casino Hotel, Hollywood Casino Lawrenceburg introduced the Club Hollywood player rewards program as we continue to refine our player tracking and marketing capabilities.  We are evaluating modest further enhancements to the property including renovations to the casino entrance, dining facilities, and additional slot machines.

“During the second quarter, we made further progress on our pipeline of green field development opportunities in Maryland, Ohio and Kansas that would complement our recent facility openings, expansions and overall portfolio of gaming and racing operations.  In Maryland, our proposed $84 million facility in Cecil County would include a 150-seat buffet, a coffee shop and parking for over 1,600 vehicles and will be built to accommodate 1,500 gaming devices.

“The situation with respect to gaming in Ohio remains fluid on a number of fronts.  Earlier this year, we announced our support of the Ohio Jobs and Growth Plan, a ballot proposal calling for an amendment to the state’s Constitution to authorize casinos in the state’s four largest cities.  Last week, the Ohio Secretary of State certified that the requisite number of signatures had been gathered to put the Ohio Jobs and Growth Plan proposal to voters in November.  If it is voted into law in November, the Ohio Jobs and Growth Plan is expected to bring over $1 billion in new private investment to Ohio, contributing to the revitalization of Cincinnati, Cleveland, Columbus and Toledo.  Penn National has proposed an investment of approximately $600 million to become licensed, build and operate the facilities in Columbus and Toledo which would feature full gaming with gaming taxes earmarked for counties, cities and public schools across the state as well as for Ohio’s horse racing industry.  Meanwhile, earlier this month, the Governor of Ohio issued an executive order authorizing up to 2,500 video lottery terminals at the state’s seven existing racetracks and the Legislature acknowledged the Lottery Commission’s authority to regulate these machines through a provision in the state budget.  As the owner of Raceway Park in Toledo, with an option on a racetrack in the Columbus area, Penn expects to be a beneficiary of this plan.  As is the case in

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most jurisdictions where gaming legislation is being introduced, both the Ohio Jobs and Growth Plan and the placement of video lottery terminals at Ohio racetracks are subject to regulatory refinement, implementation and litigation risks, all of which are difficult to handicap at this juncture.

“In Kansas, we are moving forward with the process to be considered as a Lottery Gaming Facility Manager in the North East Gaming Zone in Wyandotte County, Kansas.  We are one of two applicants in Wyandotte County.  In June, Penn National received an endorsement from the Unified Government of Wyandotte County, the host community, for the proposed development of a Hollywood-themed gaming and entertainment facility and the Company subsequently executed a development agreement with the County.  Our updated proposal, with a Phase 1 budget of $410 million — inclusive of the $25 million privilege fee and a $65 million post-opening expansion, and a $154 million Phase 2 expansion — would create a destination entertainment facility initially featuring a 76,100 square foot gaming floor, 2,000 slot machines, 58 table games, a 250-room hotel, meeting space, three food and beverage outlets, two lounges and 3,050 parking spaces.  Upon achieving certain financial performance metrics, Penn National proposes constructing a $65 million post-opening expansion to include 540 additional slot machines, 22 more table games, a 21,700 square foot expansion of the casino floor, additional food and beverage offerings, expanded spa facilities at the hotel and 1,400 new parking spaces.  The Kansas Lottery Commission has extended the date to review and sign contracts with casino developers to late August and we anticipate that the state and local selection process will conclude in late 2009.

“While our announced Maryland, Ohio and Kansas plans are thoughtfully structured both from a facility development and return on invested capital perspective, we remain active in many other jurisdictions as we seek to evaluate compelling growth opportunities with a focus on risk management and prudent deployment of our exceptional balance sheet to deliver returns to our shareholders.  Penn National ended the second quarter with approximately $795.1 million in cash and cash equivalents and total debt of $2.4 billion.  With the completion of the Joliet and Lawrenceburg projects, we expect to spend approximately $90 million annually for maintenance capital expenditures.  As such, we look forward to progressing on the growth opportunities in Maryland, Ohio and Kansas as the staggered nature of the capital needs for these projects, our existing cash position and prospects for generating significant free cash flow allows the Company to pursue additional opportunities to enhance shareholder value, including opportunistically acquiring complementary gaming assets, reducing outstanding debt or making share repurchases.”

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Development and Expansion Projects

The table below summarizes Penn National Gaming’s current facility development projects:

* Excluding amounts expected to be recovered via the insurance claim.

Financial Guidance

The following table sets forth current guidance targets for financial results for the 2009 third quarter and full year, based on the following assumptions:

·                  Excludes expected gain from insurance proceeds related to Empress Casino Hotel fire;

·                  Excludes any future Ohio lobbying expense;

·                  Depreciation and amortization charges in 2009 of $195.5 million, with $51.2 million projected to be incurred in the third quarter of 2009;

·                  Estimated non-cash stock compensation expenses of $31.4 million for 2009, with $8.2 million of the cost incurred in the third quarter of 2009;

·                  Excludes potential impact of Company modifying debt obligations;

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·                  A diluted share count of approximately 107.1 million shares; and,

·                  There will be no material changes in applicable legislation or regulation, world events, weather, economic conditions, or other circumstances beyond our control that may adversely affect the Company’s results of operations.

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information — Operations

(in thousands) (unaudited)

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Reconciliation of EBITDA to Net Income (GAAP)

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

(in thousands) (unaudited)

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Reconciliation of Income from Operations (GAAP) to EBITDA

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead

(in thousands) (unaudited)

Three Months Ended June 30, 2009

Three Months Ended June 30, 2008

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Reconciliation of Income from Operations (GAAP) to EBITDA

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead

(in thousands) (unaudited)

Six Months Ended June 30, 2009

Six Months Ended June 30, 2008