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Tennessee Downs Inc, et al. – ‘POS EX’ on 2/26/02

On:  Tuesday, 2/26/02   ·   Effective:  2/26/02   ·   Accession #:  912057-2-7600   ·   File #s:  333-63780, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/26/02  Tennessee Downs Inc               POS EX      2/26/02    4:502K                                   Merrill Corp/FA
          Sterling Aviation Inc
          Pngi Pocono Inc
          Pennsylvania National Turf Club Inc
          Penn National Speedway Inc
          Penn National Holding Co
          Penn National Gaming of West Virginia Inc
          Northeast Concessions Inc
          Mountainview Thoroughbred Racing Assoc
          Downs Racing Inc
          Louisiana Casino Cruises Inc
          Penn National Gaming Inc
          Wilkes Barre Downs Inc
          Pngi Charles Town Gaming LLC
          Pngi Charles Town Food & Beverage LLC
          Penn National GSFR Inc
          Mill Creek Land Inc
          Ebetusa Com Inc
          CRC Holdings Inc
          CHC Casinos Corp
          BTN Inc
          BSL Inc
          Backside Inc

Post-Effective Amendment to Add Exhibits
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS EX      Form S-3                                              29    121K 
 2: EX-1.2      Underwriting Agreement                                48    154K 
 3: EX-4.3      Instrument Defining the Rights of Security Holders   125    465K 
 4: EX-12.2     Statement re: Computation of Ratios                    1     12K 


POS EX   —   Form S-3
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
5Item 16. Exhibits
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As filed with the Securities and Exchange Commission on February 26, 2002 Registration No. 333-63780 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1 FILED PURSUANT TO RULE 462(D) TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- PENN NATIONAL GAMING, INC. (Exact Name of Registrant as Specified in Its Charter) PENNSYLVANIA 23-2234473 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 825 BERKSHIRE BOULEVARD, SUITE 200 WYOMISSING, PENNSYLVANIA 19610 610-373-2400 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS LISTED ON THE FOLLOWING PAGE -------------- PETER M. CARLINO CHIEF EXECUTIVE OFFICER PENN NATIONAL GAMING, INC. 825 BERKSHIRE BOULEVARD, SUITE 200 WYOMISSING, PENNSYLVANIA 19610 610-373-2400 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) -------------- COPIES OF ALL COMMUNICATIONS TO: PETER S. SARTORIUS, ESQUIRE JONATHAN A. SCHAFFZIN, ESQUIRE MORGAN, LEWIS & BOCKIUS LLP CAHILL GORDON & REINDEL 1701 MARKET STREET 80 PINE STREET PHILADELPHIA, PA 19103 NEW YORK, NY 10005 215-963-5000 212-701-3000 -------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this registration statement. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. /_/ If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /_/ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /_/ _________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /_/ ================================================================================
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ADDITIONAL REGISTRANTS [Enlarge/Download Table] ADDRESS, INCLUDING ZIP CODE, STATE OR OTHER AND TELEPHONE NUMBER, JURISDICTION INCLUDING AREA CODE, OF EXACT NAME OF REGISTRANT OF INCORPORATION OR I.R.S. EMPLOYER REGISTRANT'S PRINCIPAL AS SPECIFIED IN ITS CHARTER ORGANIZATION IDENTIFICATION NO. EXECUTIVE OFFICE --------------------------- ------------ ------------------ ---------------- BACKSIDE, INC. Pennsylvania 23-271347 1280 Highway 315 Wilkes-Barre, PA 18702 717-825-6681 BSL, INC. Mississippi 62-1807073 825 Berkshire Blvd., Suite 200 Wyomissing, PA 19610 610-373-2400 BTN, INC. Mississippi 62-1807074 825 Berkshire Blvd., Suite 200 Wyomissing, PA 19610 610-373-2400 CHC CASINOS CORP. Florida 65-0681528 3250 Mary Street, Suite 500 Miami, FL 33133 305-445-4290 CRC HOLDINGS, INC. Florida 65-0681528 3250 Mary Street, Suite 500 Miami, FL 33133 305-445-4290 THE DOWNS RACING, INC. Pennsylvania 23-2924948 1280 Highway 315 Wilkes-Barre, PA 18702 717-825-6681 EBETUSA.COM, INC. Delaware 51-0393062 300 Delaware Avenue 9th Floor Wilmington, DE 19801 302-552-3137 LOUISIANA CASINO CRUISES, INC. Louisiana 72-1196619 1717 River Road North Baton Rouge, LA 70802 225-709-7777 MILL CREEK LAND, INC. Pennsylvania 23-2312561 1280 Highway 315 Wilkes-Barre, PA 18702 717-825-6681 MOUNTAINVIEW Pennsylvania 25-1196820 R.D. #1, (P.O. Box 32) THOROUGHBRED Exit 28 off Interstate 81 RACING ASSOCIATION Grantville, PA 17551 717-469-2910 NORTHEAST Pennsylvania 23-2493823 1280 Highway 315 CONCESSIONS, INC. Wilkes-Barre, PA 18702 717-825-6681
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[Enlarge/Download Table] ADDRESS, INCLUDING ZIP CODE, STATE OR OTHER AND TELEPHONE NUMBER, JURISDICTION INCLUDING AREA CODE, OF EXACT NAME OF REGISTRANT OF INCORPORATION OR I.R.S. EMPLOYER REGISTRANT'S PRINCIPAL AS SPECIFIED IN ITS CHARTER ORGANIZATION IDENTIFICATION NO. EXECUTIVE OFFICE --------------------------- ------------ ------------------ ---------------- PENN NATIONAL West Virginia 23-2839600 825 Berkshire Blvd., Suite 200 GAMING OF WEST Wyomissing, PA 19610 VIRGINIA, INC. 610-373-2400 PENN NATIONAL GSFR, Delaware 51-0392451 300 Delaware Avenue INC. 9th Floor Wilmington, DE 19801 302-552-3137 PENN NATIONAL HOLDING Delaware 51-0372406 300 Delaware Avenue COMPANY 9th Floor Wilmington, DE 19801 302-552-3137 PENN NATIONAL Pennsylvania 25-1759895 R.D. #1, (P.O. Box 32) SPEEDWAY, INC. Exit 28 off Interstate 81 Grantville, PA 17551 717-469-2910 PENNSYLVANIA Pennsylvania 23-2346492 R.D. #1, (P.O. Box 32) NATIONAL TURF Exit 28 off Interstate 81 CLUB, INC. Grantville, PA 17551 717-469-2910 PNGI CHARLES TOWN West Virginia 034-05460-001 (WVI) Flowing Springs Road FOOD & BEVERAGE P.O. Box 551 LIMITED LIABILITY Charles Town, WV 25414 COMPANY 304-725-7001 PNGI CHARLES TOWN West Virginia 23-2839601 Flowing Springs Road GAMING LIMITED P.O. Box 551 LIABILITY COMPANY Charles Town, WV 25414 304-725-7001 PNGI POCONO, INC. Delaware 52-2058610 300 Delaware Avenue 9th Floor Wilmington, DE 19801 302-552-3137 STERLING AVIATION INC. Delaware 23-2818588 300 Delaware Avenue 9th Floor Wilmington, DE 19801 302-552-3137 TENNESSEE DOWNS, INC. Tennessee 62-1711858 825 Berkshire Blvd., Suite 200 Wyomissing, PA 19610 610-373-2400 WILKES-BARRE DOWNS, Pennsylvania 23-3075023 1280 Highway 315 INC. Wilkes-Barre, PA 18702 717-825-6681
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EXPLANATORY NOTE This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-63780) as initially filed by Penn National Gaming, Inc. on June 25, 2001, and as amended on July 10, 2001 and July 23, 2001, is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to the Registration Statement.
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PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS [Download Table] EXHIBIT NO. DESCRIPTION ----------- ----------- 1.2 * Form of Purchase Agreement. 4.3* Form of Indenture. 12.2* Statements re: computation of ratios. * Filed herewith.
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. PENN NATIONAL GAMING, INC. By: /s/ Peter M. Carlino ---------------------------------------- Peter M. Carlino Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * Chairman of the Board and February 21, 2002 ------------------------------------ Chief Executive Officer (Principal Peter M. Carlino Executive Officer) /s/ Kevin DeSanctis President and Chief Operating February 21, 2002 ------------------------------------ Officer Kevin DeSanctis /s/ William Clifford Senior Vice President and Chief February 21, 2002 ------------------------------------ Financial Officer (Principal William Clifford Financial and Accounting Officer) * Secretary and Treasurer February 21, 2002 ------------------------------------ Robert S. Ippolito * Director February 21, 2002 ------------------------------------ William J. Bork * Director February 21, 2002 ------------------------------------ Harold Cramer * Director February 21, 2002 ------------------------------------ David A. Handler * Director February 21, 2002 ------------------------------------ John M. Jacquemin * Director February 21, 2002 ------------------------------------ Robert P. Levy *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. BACKSIDE, INC. By: /s/ Richard E. Orbann --------------------------------------- Richard E. Orbann President, Secretary, Treasurer and Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- /s/ Richard E. Orbann President, Secretary, Treasurer February 21, 2002 ------------------------------------ and Director (Principal Executive, Richard E. Orbann Financial and Accounting Officer) * Director February 21, 2002 ------------------------------------ Peter M. Carlino *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. BSL, INC. By: /s/ Robert S. Ippolito ------------------------------ Robert S. Ippolito Secretary and Treasurer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * Chief Executive Officer and February 21, 2002 ------------------------------------ Director (Principal Executive Peter M. Carlino Officer) * Secretary and Treasurer (Principal February 21, 2002 ------------------------------------ Financial and Accounting Officer) Robert S. Ippolito * President and Director February 21, 2002 ------------------------------------ Kevin DeSanctis *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. BTN, INC. By: /s/ Robert S. Ippolito ----------------------------------- Robert S. Ippolito Secretary and Treasurer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * Chief Executive Officer and February 21, 2002 ------------------------------------ Director (Principal Executive Peter M. Carlino Officer) * Secretary and Treasurer (Principal February 21, 2002 ------------------------------------ Financial and Accounting Officer) Robert S. Ippolito * President and Director February 21, 2002 ------------------------------------ Kevin DeSanctis *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. CHC CASINOS CORP. By: /s/ Robert S. Ippolito -------------------------------------- Robert S. Ippolito Secretary, Treasurer and Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * President and Chief Executive February 21, 2002 ------------------------------------ Officer (Principal Executive Peter M. Carlino Officer) * Secretary, Treasurer and Director February 21, 2002 ------------------------------------ (Principal Financial and Robert S. Ippolito Accounting Officer) * Vice President and Director February 21, 2002 ------------------------------------ Joseph A. Lashinger, Jr. *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. CRC HOLDINGS, INC. By: /s/ Robert S. Ippolito ------------------------------------- Robert S. Ippolito Secretary, Treasurer and Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * President and Chief Executive February 21, 2002 ------------------------------------ Officer (Principal Executive Peter M. Carlino Officer) * Secretary, Treasurer and Director February 21, 2002 ------------------------------------ (Principal Financial and Robert S. Ippolito Accounting Officer) * Vice President and Director February 21, 2002 ------------------------------------ Joseph A. Lashinger, Jr. *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. THE DOWNS RACING, INC. By: /s/ Joseph A. Lashinger, Jr. -------------------------------------- Joseph A. Lashinger, Jr. President, Secretary and Treasurer and Sole Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- /s/ Joseph A. Lashinger, Jr. President, Secretary, Treasurer February 21, 2002 ------------------------------------ and Sole Director (Principal Joseph A. Lashinger, Jr. Executive, Financial and Accounting Officer)
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. EBETUSA.COM, INC. By: /s/ Joseph A. Lashinger, Jr. -------------------------------------- Joseph A. Lashinger, Jr. President and Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- /s/ Joseph A. Lashinger, Jr. President and Director (Principal February 21, 2002 ------------------------------------ Executive Officer) Joseph A. Lashinger, Jr. * Secretary, Treasurer and Director February 21, 2002 ------------------------------------ (Principal Financial and Robert S. Ippolito Accounting Officer) * Director February 21, 2002 ------------------------------------ Peter M. Carlino * Vice President and Director February 21, 2002 ------------------------------------ Kevin DeSanctis *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. LOUISIANA CASINO CRUISES, INC. By: /s/ Robert S. Ippolito -------------------------------------- Robert S. Ippolito Secretary, Treasurer and Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * President and Chief Executive February 21, 2002 ------------------------------------ Officer (Principal Executive Peter M. Carlino Officer) * Secretary, Treasurer and Director February 21, 2002 ------------------------------------ (Principal Financial and Robert S. Ippolito Accounting Officer) * Vice President and Director February 21, 2002 ------------------------------------ Joseph A. Lashinger, Jr. *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. MILL CREEK LAND, INC. By: /s/ Robert S. Ippolito ------------------------------------ Robert S. Ippolito Secretary and Treasurer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * President and Director (Principal February 21, 2002 ------------------------------------ Executive Officer) Richard E. Orbann * Secretary and Treasurer (Principal February 21, 2002 ------------------------------------ Financial and Accounting Officer) Robert S. Ippolito * Director February 21, 2002 ------------------------------------ Peter M. Carlino *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. MOUNTAINVIEW THOROUGHBRED RACING ASSOCIATION By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito Secretary and Treasurer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * President and Director (Principal February 21, 2002 ------------------------------------ Executive Officer) Peter M. Carlino * Secretary and Treasurer February 21, 2002 ------------------------------------ (Principal Financial and Robert S. Ippolito Accounting Officer) * Director February 21, 2002 ------------------------------------ Harold Cramer *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. NORTHEAST CONCESSIONS, INC. By: /s/ Robert S. Ippolito ----------------------------------- Robert S. Ippolito Vice President and Treasurer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * President, Secretary and Director February 21, 2002 ------------------------------------ (Principal Executive Officer) Richard E. Orbann * Vice President and Treasurer February 21, 2002 ------------------------------------ (Principal Financial and Robert S. Ippolito Accounting Officer) * Director February 21, 2002 ------------------------------------ Peter M. Carlino *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. PENN NATIONAL GAMING OF WEST VIRGINIA, INC. By: /s/ Robert S. Ippolito ----------------------------------- Robert S. Ippolito Secretary and Treasurer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * President and Director (Principal February 21, 2002 ------------------------------------ Executive Officer) Peter M. Carlino * Secretary and Treasurer (Principal February 21, 2002 ------------------------------------ Financial and Accounting Officer) Robert S. Ippolito * Director February 21, 2002 ------------------------------------ Harold Cramer *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. PENN NATIONAL GSFR, INC. By: /s/ Robert S. Ippolito ------------------------------- Robert S. Ippolito Secretary and Treasurer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * Chairman of the Board and Chief February 21, 2002 ------------------------------------ Executive Officer (Principal Peter M. Carlino Executive Officer) * Secretary and Treasurer (Principal February 21, 2002 ------------------------------------ Financial and Accounting Officer) Robert S. Ippolito * President, Chief Operating Officer February 21, 2002 ------------------------------------ and Director Richard E. Orbann *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. PENN NATIONAL HOLDING COMPANY By: /s/ Robert S. Ippolito ------------------------------------ Robert S. Ippolito Secretary, Treasurer and Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * Chairman of the Board, President February 21, 2002 ----------------------------------- and Chief Executive Officer Peter M. Carlino (Principal Executive Officer) * Secretary, Treasurer and Director February 21, 2002 ------------------------------------ (Principal Financial and Robert S. Ippolito Accounting Officer) *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. PENN NATIONAL SPEEDWAY, INC. By: /s/ Richard M. Carlino ------------------------------- Richard M. Carlino Chief Executive Officer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * Chief Executive Officer (Principal February 21, 2002 ------------------------------------ Executive, Financial and Richard M. Carlino Accounting Officer) * Director February 21, 2002 ------------------------------------ Peter M. Carlino * Director February 21, 2002 ------------------------------------ Richard E. Orbann *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. PENNSYLVANIA NATIONAL TURF CLUB, INC. By: /s/ Robert S. Ippolito --------------------------------- Robert S. Ippolito Secretary and Treasurer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * President and Director (Principal February 21, 2002 ------------------------------------ Executive Officer) Peter M. Carlino * Secretary and Treasurer (Principal February 21, 2002 ------------------------------------ Financial and Accounting Officer) Robert S. Ippolito * Director February 21, 2002 ------------------------------------ Harold Cramer *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. PNGI CHARLES TOWN FOOD & BEVERAGE LIMITED LIABILITY COMPANY By: PNGI CHARLES TOWN GAMING LIMITED LIABILITY COMPANY (its sole member) By: PENN NATIONAL GAMING OF WEST VIRGINIA, INC. (its sole managing member) By: /s/ Peter M. Carlino ------------------------------------ Peter M. Carlino President and Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * Sole Manager (Principal Executive, February 21, 2002 ----------------------------------- Financial and Accounting Officer) Richard L. Moore By: Penn National Gaming of West Virginia, Inc., in its capacity as sole managing member of PNGI Charles Town Gaming Limited Liability Company, in its capacity as sole member of PNGI Charles Town Food & Beverage LLC * President and Director February 21, 2002 ----------------------------------- Peter M. Carlino By: Penn National Gaming of West Virginia, Inc., in its capacity as sole managing member of PNGI Charles Town Gaming Limited Liability Company, in its capacity as sole member of PNGI Charles Town Food & Beverage LLC * ----------------------------------- Director February 21, 2002 Harold Cramer
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*By: /s/ Robert S. Ippolito ------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. PNGI CHARLES TOWN GAMING LIMITED LIABILITY COMPANY By: PENN NATIONAL GAMING OF WEST VIRGINIA, INC. (its managing sole member) By: /s/ Robert S. Ippolito ------------------------------------- Robert S. Ippolito Secretary and Treasurer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- By: Penn National Gaming of West Virginia, Inc., in its capacity as sole managing member of PNGI Charles Town Gaming Limited Liability Company * President and Director (Principal February 21, 2002 ------------------------------------- Executive Officer) Peter M. Carlino By: Penn National Gaming of West Virginia, Inc., in its capacity as sole managing member of PNGI Charles Town Gaming Limited Liability Company * Secretary and Treasurer (Principal February 21, 2002 ------------------------------------- Financial and Accounting Officer) Robert S. Ippolito By: Penn National Gaming of West Virginia, Inc., in its capacity as sole managing member of PNGI Charles Town Gaming Limited Liability Company * ------------------------------------- Director February 21, 2002 Harold Cramer *By: /s/ Robert S. Ippolito --------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. PNGI POCONO, INC. By: /s/ Robert S. Ippolito ------------------------------ Robert S. Ippolito Secretary and Treasurer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * President and Sole Director February 21, 2002 ------------------------------------ (Principal Executive Officer) Richard E. Orbann * Secretary and Treasurer (Principal February 21, 2002 ------------------------------------ Financial and Accounting Officer) Robert S. Ippolito *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. STERLING AVIATION INC. By: /s/ Robert S. Ippolito ------------------------------- Robert S. Ippolito Secretary and Treasurer Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * President and Director (Principal February 21, 2002 ------------------------------------ Executive Officer) Peter M. Carlino * Secretary and Treasurer (Principal February 21, 2002 ------------------------------------ Financial and Accounting Officer) Robert S. Ippolito * Director February 21, 2002 ------------------------------------ Harold Cramer *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
POS EX28th Page of 29TOC1stPreviousNextBottomJust 28th
SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. TENNESSEE DOWNS, INC. By: /s/ Robert S. Ippolito --------------------------------- Robert S. Ippolito Secretary and Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- * President and Director (Principal February 21, 2002 ------------------------------------ Executive, Financial and Richard E. Orbann Accounting Officer) * Director February 21, 2002 ------------------------------------ Peter M. Carlino * Secretary and Director February 21, 2002 ------------------------------------ Robert S. Ippolito * Vice President and Director February 21, 2002 ------------------------------------ Joseph A. Lashinger, Jr. *By: /s/ Robert S. Ippolito -------------------------------- Robert S. Ippolito, as Attorney-in-Fact and Agent of the Undersigned
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SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wyomissing, Commonwealth of Pennsylvania on February 21, 2002. WILKES BARRE DOWNS, INC. By: /s/ Robert E. Abraham ------------------------------- Robert E. Abraham President, Secretary, Treasurer and Sole Director Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. [Enlarge/Download Table] Signature Capacity Date --------- -------- ---- /s/ Robert E. Abraham President, Secretary, Treasurer February 21, 2002 ------------------------------------ and Sole Director (Principal Robert E. Abraham Executive, Financial and Accounting Officer)

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘POS EX’ Filing    Date First  Last      Other Filings
Filed on / Effective on:2/26/021
2/21/02629424B5
7/23/01410-K/A,  PRES14A,  S-3/A
7/10/014S-3/A
6/25/014S-3
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