UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. _
Penn National Gaming Inc.
------------------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------------
(Title of Class of Securities)
707569109
------------------------------------------------------
(CUSIP Number)
December 31, 1998
------------------------------------------------------
(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).
(Continued on following page(s))
Page 1 of 9 Pages
CUSIP NO. 707569109 13G PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Friedman, Billings, Ramsey Group, Inc.
54-1837743
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
5 SOLE VOTING POWER
1,189,310
NUMBER OF 6 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,189,310
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,189,310
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.07%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 707569109 13G PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eric F. Billings
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 1,189,310
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
1,189,310
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,189,310
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.07%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 707569109 13G PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Emanuel J. Friedman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 1,189,310
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
1,189,310
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,189,310
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.07%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 707569109 13G PAGE 5 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W. Russell Ramsey
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 1,189,310
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
1,189,310
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,189,310
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.07%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1. (a). Name of Issuer: Penn National Gaming, Inc.
(b). Address of Issuer's Principal Executive Offices:
825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
Item 2. (a). Name of Person Filing:
Friedman, Billings, Ramsey Group, Inc.
(b). Address of Principal Business Office or, if none,
Residence:
1001 19th Street North
Arlington, VA 22209-1710
Page 6 of 9 Pages
Item 2. (c). Citizenship: Virginia
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 707569109
Item 3. If this statement is filed pursuant to sections
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) [ ] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)
(F);
(g) [X] A parent holding company or control person in
accordance with section 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 section 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: 1,189,310.
(b). Percent of class: 8.07%
(c). Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,189,310.
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the
disposition of 1,189,310.
(iv) Shared power to dispose or to direct the
disposition of 0.
Page 7 of 9 Pages
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
Friedman Billings Ramsey & Co., Inc. 3(a)
Friedman Billings Ramsey Investment Management, Inc. 3(e)
FBR Fund Advisrrs, Inc. 3(e)
Item 8. Identification and Classification of Members of the
Group:
Not Applicable
Page 8 of 9 Pages
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
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.
In accordance with Rule 13d-4 of the Securities Exchange Act
of 1934, each of the persons filing this statement expressly
disclaims the beneficial ownership of the securities covered
by this statement and the filing of this report shall not be
construed as an admission by such persons that they are the
beneficial owners of such securities.
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.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated: February 16, 1999 By: /s/ EMANUEL J. FRIEDMAN
---------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: February 16, 1999 /s/ ERIC F. BILLINGS
----------------------------------
Eric F. Billings
Dated: February 16, 1999 /s/ EMANUEL J. FRIEDMAN
----------------------------------
Emanuel J. Friedman
Dated: February 16, 1999 /s/ W. RUSSELL RAMSEY
----------------------------------
W. Russell Ramsey
Page 9 of 9 Pages
EXHIBIT 1
JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.,
ERIC F. BILLINGS, EMANUEL J. FRIEDMAN AND W. RUSSELL RAMSEY
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and
Exchange Act of 1934 (the "Act"), only one joint statement and any
amendments thereto need to be filed whenever one or more persons are
required to file such a statement or any amendments thereto pursuant to
Section 13(d)of the Act with respect to the same securities, provided that
said persons agree in writing that such statement or amendments thereto is
filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., ERIC F. BILLINGS, EMANUEL J.
FRIEDMAN AND W. RUSSELL RAMSEY hereby agree, in accordance with Rule
13d-1(k) under the Act, to file a statement on Schedule 13G relating
to their ownership of Common Stock of the Issuer and do hereby further
agree that said statement shall be filed on behalf of each of them.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated: February 16, 1999 By: /s/ EMANUEL J. FRIEDMAN
---------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: February 16, 1999 /s/ ERIC F. BILLINGS
----------------------------------
Eric F. Billings
Dated: February 16, 1999 /s/ EMANUEL J. FRIEDMAN
----------------------------------
Emanuel J. Friedman
Dated: February 16, 1999 /s/ W. RUSSELL RAMSEY
----------------------------------
W. Russell Ramsey
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
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.
In accordance with Rule 13d-4 of the Securities Exchange Act
of 1934, each of the persons filing this statement expressly
disclaims the beneficial ownership of the securities covered
by this statement and the filing of this report shall not be
construed as an admission by such persons that they are the
beneficial owners of such securities.
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.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated: February 16, 1999 By:
---------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: February 16, 1999
----------------------------------
Eric F. Billings
Dated: February 16, 1999
----------------------------------
Emanuel J. Friedman
Dated: February 16, 1999
----------------------------------
W. Russell Ramsey
Original Signature Page
EXHIBIT 1 - Original Signature Page
JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.,
ERIC F. BILLINGS, EMANUEL J. FRIEDMAN AND W. RUSSELL RAMSEY
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and
Exchange Act of 1934 (the "Act"), only one joint statement and any
amendments thereto need to be filed whenever one or more persons are
required to file such a statement or any amendments thereto pursuant to
Section 13(d)of the Act with respect to the same securities, provided that
said persons agree in writing that such statement or amendments thereto is
filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC., ERIC F. BILLINGS, EMANUEL J.
FRIEDMAN AND W. RUSSELL RAMSEY hereby agree, in accordance with Rule
13d-1(k) under the Act, to file a statement on Schedule 13G relating
to their ownership of Common Stock of the Issuer and do hereby further
agree that said statement shall be filed on behalf of each of them.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
Dated: February 16, 1999 By:
---------------------------------
Name: Emanuel J. Friedman
Title: Chairman
Dated: February 16, 1999
----------------------------------
Eric F. Billings
Dated: February 16, 1999
----------------------------------
Emanuel J. Friedman
Dated: February 16, 1999
----------------------------------
W. Russell Ramsey