Construction of the Butler Penn Theater by Miller & Dumbaugh began in September 1937 at a cost of $125,000. The theater located at 147-151 North Main Street, Butler, PA was designed by New York architect James E Casale, and seated 1,100 on the main floor with 40 loge chairs in the mezzanine level. It boasted luxuriant art deco lighting, carpet and friezes, modern projection equipment, and a state-of-the-art air conditioning system which cooled the air by forcing it over a pool of water drawn from a 320 foot-deep well drilled under Main Street.

The Penn was the latest venture of Anast N. Notopolous and Paramount Theaters' Service Corp., who managed several movie houses throughout Western Pennsylvania from their Altoona, Pennsylvania headquarters. Notopolous, who started business in 1910, was noted as one of the moving picture theater pioneers in the region.

In the polite writing of a bygone day, the owners bought an ad in the April 23, 1938 Butler Eagle which read, "Thank you, Butler, for the splendid turnout accorded us yesterday. . . .Thank you for the thousands of paid admissions, the praises of our beautiful theatre, and how you were thrilled by the unforgettable beauty of Metro-Goldwyn-Mayer's romantic 'Girl of the Golden West.".

The Penn Theater has been a prominent focal point and attraction to downtown Main Street Butler since 1938. Initially, the movie theater prospered largely due to its entertainment appeal. During the '40s and throughout the '50s, the Penn Theater continued to be Butler’s principal entertainment venue.