UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No. 2
PENN NATIONAL GAMING INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
707569109
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] 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).
CUSIP No. 707569109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Brahman Capital Corp.
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0%
12. Type of Reporting Person (See Instructions) CO;IA
CUSIP No. 707569109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Brahman Management, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0%
12. Type of Reporting Person (See Instructions) OO;IA
CUSIP No. 707569109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Peter Hochfelder
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0%
12. Type of Reporting Person (See Instructions) IN
CUSIP No. 707569109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Robert Sobel
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0%
12. Type of Reporting Person (See Instructions) IN
CUSIP No. 707569109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mitchell Kuflik
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[X] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0%
12. Type of Reporting Person (See Instructions) IN
Item 1. (a) Issuer: PENN NATIONAL GAMING INC
1. Address:
825 Berkshire
Blvd., Suite 200
Wyommissing, PA, 19610.
Item 2. (a) Name of Person Filing:
Brahman Capital Corp.
Brahman Management, LLC
Peter Hochfelder
Robert Sobel
Mitchell Kuflik
(b) Address of Principal Business Offices:
350 Madison Ave.
22nd Floor
New York, NY 10017
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person
(d) Title of Class of Securities
Common stock
(e) CUSIP Number: 707569109
Item 3.
Brahman Capital Corp and Brahman Management, LLC are investment
advisors in accordance with ss.240.13d-1(b)(1)(ii)(E).
Peter Hochfelder, Robert Sobel,and Mitchell Kuflik are control
persons in accordance with ss.240.13d-1(b)(1)(ii)(G).
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each filing
separately
Item 5. Ownership of Five Percent or Less of a Class
[ X ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
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 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.
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.
Date: February 1, 2005
Brahman Capital Corp
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: President
Brahman Management, LLC
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: Managing Member
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
By: /s/ Robert J. Sobel
--------------------------
Name: Robert J. Sobel
By: /s/ Mitchell A. Kuflik
--------------------------
Name: Mitchell A. Kuflik
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated
February 1, 2005, (the "Schedule 13G/A"), with respect to the Common Stock, par
value $.001 per share, of PENN NATIONAL GAMING INC is filed on behalf of each
of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under
the Securities and Exchange Act of 1934, as amended, and that this Agreement
shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned
agrees to be responsible for the timely filing of the Schedule 13G/A, and for
the completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 1st day of February, 2005.
Brahman Capital Corp
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: President
Brahman Management, LLC
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: Managing Member
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
By: /s/ Robert J. Sobel
--------------------------
Name: Robert J. Sobel
By: /s/ Mitchell A. Kuflik
--------------------------
Name: Mitchell A. Kuflik