-----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, WQ8HmDN1TFzbpu1h2endSekKByJgerLMbjz0UvsOAyj8+j0pgu80eYrXZdoqvKhJ bh6D7KbyM5GLvge9GVRaEQ== 0001048750-00-000010.txt : 20000215 0001048750-00-000010.hdr.sgml : 20000215 ACCESSION NUMBER: 0001048750-00-000010 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000214 GROUP MEMBERS: EMANUEL J. FRIEDMAN GROUP MEMBERS: ERIC F. BILLINGS GROUP MEMBERS: FRIEDMAN BILLINGS RAMSEY GROUP INC GROUP MEMBERS: FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. GROUP MEMBERS: W. RUSSELL RAMSEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN NATIONAL GAMING INC CENTRAL INDEX KEY: 0000921738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 232234473 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-45655 FILM NUMBER: 538711 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN BILLINGS RAMSEY GROUP INC CENTRAL INDEX KEY: 0001048750 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 541837743 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1001 19TH STREET N CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7033129500 MAIL ADDRESS: STREET 1: 1001 NINETEENTH ST N CITY: ARLINGTON STATE: VA ZIP: 22209 SC 13G/A 1 SCHEDULE 13G/A PENN NATIONAL GAMING INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Amendment No. 1 Penn National Gaming Inc. ------------------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------------------ (Title of Class of Securities) 707569109 ------------------------------------------------------ (CUSIP Number) December 31, 1999 ------------------------------------------------------ (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 1,171,815 NUMBER OF 6 SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 1,171,815 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,171,815 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.88% 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 1,171,815 BENEFICIALLY OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 1,171,815 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,171,815 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.88% 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 1,171,815 BENEFICIALLY OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 1,171,815 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,171,815 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.88% 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 1,171,815 BENEFICIALLY OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 1,171,815 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,171,815 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.88% 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: 1,171,815. (b). Percent of class: 7.88%. (c). Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 1,171,815. (ii) Shared power to vote or to direct the vote 0. (iii) Sole power to dispose or to direct the disposition of 1,171,815. (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 Advisers, 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 14, 2000 By: /s/ EMANUEL J. FRIEDMAN --------------------------------- Name: Emanuel J. Friedman Title: Chairman Dated: February 14, 2000 /s/ ERIC F. BILLINGS ---------------------------------- Eric F. Billings Dated: February 14, 2000 /s/ EMANUEL J. FRIEDMAN ---------------------------------- Emanuel J. Friedman Dated: February 14, 2000 /s/ W. RUSSELL RAMSEY ---------------------------------- W. Russell Ramsey Page 9 of 9 Pages EX-1 2 JOINT FILING AGREEMENT 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 14, 2000 By: /s/ EMANUEL J. FRIEDMAN --------------------------------- Name: Emanuel J. Friedman Title: Chairman Dated: February 14, 2000 /s/ ERIC F. BILLINGS ---------------------------------- Eric F. Billings Dated: February 14, 2000 /s/ EMANUEL J. FRIEDMAN ---------------------------------- Emanuel J. Friedman Dated: February 14, 2000 /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 14, 2000 By: --------------------------------- Name: Emanuel J. Friedman Title: Chairman Dated: February 14, 2000 ---------------------------------- Eric F. Billings Dated: February 14, 2000 ---------------------------------- Emanuel J. Friedman Dated: February 14, 2000 ---------------------------------- W. Russell Ramsey Original Signature Page EX-1 3 JOINT FILING AGREEMENT 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 14, 2000 By: --------------------------------- Name: Emanuel J. Friedman Title: Chairman Dated: February 14, 2000 ---------------------------------- Eric F. Billings Dated: February 14, 2000 ---------------------------------- Emanuel J. Friedman Dated: February 14, 2000 ---------------------------------- W. Russell Ramsey -----END PRIVACY-ENHANCED MESSAGE-----