UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
MTR GAMING GROUP, INC.
(Name of Issuer)
Common Stock, par value of $.00001
(Title of Class of Securities)
553769100
(CUSIP Number)
Stephen R. Roark
Jacobs Entertainment, Inc.
17301 West Colfax Avenue, Suite 250
Golden, Colorado 80401
303.215.5201
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 6, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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. 553769100 |
(1) |
Names of reporting persons
Jeffrey P. Jacobs | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
PF | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
U.S.A. | |||||
Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
5,066,233 | ||||
(8) | Shared voting power
-0- (See Item 5) | |||||
(9) | Sole dispositive power
5,066,233 | |||||
(10) | Shared dispositive power
-0- (See Item 5) | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
5,066,233 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
(13) | Percent of class represented by amount in Row (11)
18.3% | |||||
(14) | Type of reporting person (see instructions)
IN |
2
CUSIP No. 553769100 |
(1) |
Names of reporting persons
The Jeffrey P. Jacobs Revocable Trust dated July 10, 2000 | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Ohio | |||||
Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
-0- | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
-0- | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
2,763,699 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
(13) | Percent of class represented by amount in Row (11)
10.0% | |||||
(14) | Type of reporting person (see instructions)
00(1) |
3
CUSIP No. 553769100 |
(1) |
Names of reporting persons
Jacobs Entertainment, Inc., #34-1959351 | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
WC; BK | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
-0- | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
-0- | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
813,618 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
(13) | Percent of class represented by amount in Row (11)
2.9% | |||||
(14) | Type of reporting person (see instructions)
CO |
4
CUSIP No. 553769100 |
(1) |
Names of reporting persons
Gameco Holdings, Inc., #34-1962581 | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
BK | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with:
|
(7) | Sole voting power
-0- | ||||
(8) | Shared voting power
-0- | |||||
(9) | Sole dispositive power
-0- | |||||
(10) | Shared dispositive power
-0- | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
1,213,936 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
(13) | Percent of class represented by amount in Row (11)
4.4% | |||||
(14) | Type of reporting person (see instructions)
CO |
5
Purpose of Amendment
Summary of Ownership
The following shows the breakdown of the Reporting Persons direct ownership of the Issuers shares:
Name |
Number
of Shares |
|||
Jeffrey P. Jacobs |
274,980 | |||
The Jeffrey P. Jacobs Revocable Trust |
2,763,699 | |||
Jacobs Entertainment, Inc. |
813,618 | |||
Gameco Holdings, Inc. |
1,213,936 | |||
|
|
|||
5,066,233 | ||||
|
|
The purpose of this amendment is to expand the Reporting Persons disclosures under Item 4. Other information regarding the Reporting Persons and their purchases of the Issuers common stock remain true and correct and can be found in the initial Schedule 13D filed by the Reporting Persons on November 9, 2006 (the Initial Filing) as amended by Amendments 1 through 10 thereto incorporated herein by this reference.
Item 4. Purpose of Transaction.
As previously reported in the Initial Filing and amendments thereto, the Reporting Persons acquired shares of the Issuer because they believed the shares presented an attractive investment opportunity to achieve capital appreciation.
The Reporting Persons continuously analyze the operations, capital structure, and markets of companies in which they invest, including the Issuer, through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies. As a result of these activities, the Reporting Person(s) may participate in interviews or hold discussions with third parties or with management of the Issuer in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing shareholder value.
The Reporting Persons may also wish to discuss with Issuers management, Board, shareholders or third parties the potential for mutually beneficial relationships between Jacobs Entertainment, Inc. and the Issuer. Such discussions may relate to one or more of the transactions described in Item 4(a) through (j) of Schedule 13D under Rule 13d-1(a), including, without limitation, such matters as disposing of one or more businesses; selling the Issuer or causing it to acquire another company or business; changing its operating or marketing strategies; waiving, adopting, not adopting, modifying, or eliminating certain types of anti-takeover measures; restructuring the Issuers capitalization; reviewing its dividend and compensation policies; entering into agreements with third parties relating to business combinations or acquisitions of securities issued or to be issued by the Issuer; entering into agreements with the management of the Issuer relating to acquisitions of shares of the Issuer, issuance of options to management, or their employment by the Issuer.
6
Based on the Reporting Persons continuous analysis of the Issuers operations and financial position, the Reporting Persons believe that the Issuer needs to diversify the geography of its business as a result of additional competition in its current markets. As a result, on May 3, 2013, the Reporting Persons made a non-binding unsolicited proposal to the Issuers Board of Directors that the Issuer acquire Jacobs Entertainment, Inc. (JEI) from the Reporting Persons who own all of the outstanding capital stock of JEI in exchange for the issuance to those Reporting Persons of newly issued shares of common stock of the Issuer with a market value of $144.5 million. JEI is the owner and operator of The Lodge Casino at Black Hawk and Gilpin Hotel Casino, both located in Black Hawk, Colorado; the Gold Dust West-Reno in Reno, Nevada; the Gold Dust West-Carson City in Carson City, Nevada; the Gold Dust West Elko-in Elko, Nevada (the casino properties); Colonial Downs Racetrack in Virginia and ten related off-track wagering facilities located in Virginia; and 23 video poker truck stops located in Louisiana. The purpose of the proposed transaction is to strengthen and diversify the geography of the Issuers business and would result in the Reporting Persons acquiring control of the Issuer. There is no guarantee that the foregoing proposal or an alternative proposal will be acceptable to the Issuer or that if a mutually acceptable proposal is agreed that the parties would be able to consummate that proposal.
Subject to and depending upon the availability of prices deemed favorable by the Reporting Persons, they may choose to purchase additional shares of the Issuer from time to time in the open market, in privately negotiated transactions with third parties, or otherwise. In addition, depending upon prevailing conditions or other factors, the Reporting Persons may determine to dispose of shares of the Issuer currently held by the Reporting Persons in the open market, in privately negotiated transactions with third parties, or otherwise. Although the Reporting Persons are analyzing and developing potential plans relating to the Issuer or its shareholders, except as described herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D under Rule 13d-1(a).
Item 7. Exhibits.
Attached hereto as Exhibit A is a letter dated May 3, 2013 from Jacobs Investments, Inc. to Mr. Steven M. Billick, Chairman of the Board of the Issuer.
7
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each certifies that the information in this statement is true, complete and correct.
Dated: May 6, 2013 | Jeffrey P. Jacobs Jacobs Entertainment, Inc. The Jeffrey P. Jacobs Revocable Trust Gameco Holdings, Inc. | |||||
By: | /s/ Stephen R. Roark | |||||
Stephen R. Roark | ||||||
Pursuant to Power of Attorney in Initial Filing |
8
Exhibit A
VIA MAIL AND E-MAIL
May 3, 2013
Mr. Steven M. Billick
Chairman of the Board
MTR Gaming Group
P.O. Box 358
Route 2 South
Chester, WV. 26034
Dear Mr. Billick:
MTR Gaming is at a crossroads. The company has successfully completed a difficult and expensive financing and was able to build out and open the Scioto Downs Racino. It seems that the company has reached its summit. Looking forward, the prospects are less than exciting.
The market price of MTR Gamings stock is starting to clearly reflect what is on the horizon looming competition in Ohio that will significantly impact the financial performance, and perhaps the viability of the enterprise. The opening of ThistleDown Racino and Hard Rock Rocksino Northfield Park between Presque Isle and the metro Cleveland market as well as the possible relocation and construction of a racino in the Youngstown market poses a grave threat to MTR Gaming.
As you know, the capital markets (both equity and debt) in the gaming industry place significant value on stability, size, and geographic diversity. The assets of my privately owned gaming company, which are located in diverse locations around the country, have achieved one of the most stable performances in the industry in recent years.
I propose that MTR Gaming acquire all of Jacobs Entertainment, Inc. in exchange for MTR Gaming common stock. This will enable MTR to diversify out of the Ohio Valley Region where all of its assets are presently located and simultaneously achieve significant economies of scale and synergies.Jacobs Entertainment, Inc. is the owner and operator of The Lodge Casino at Black Hawk and the Gilpin Hotel Casino, both located in Black Hawk, Colorado; the Gold Dust West-Reno in Reno, Nevada; the Gold Dust West-Carson City in Carson City, Nevada; the Gold Dust West-Elko in Elko, Nevada (the casino properties); Colonial Downs Racetrack in Virginia and ten related off-track wagering facilities located in Virginia; and 23 video poker truck stops located in Louisiana. MTR Gamings acquisition of Jacobs Entertainment would provide much needed geographic diversity as well as additional scale necessary to survive and compete. In addition, Jacobs Entertainment has maintained strong and stable financial performance through some of the most difficult economic times in a generation. Through the combination and integration of the companies, I believe synergies and economies of scale obtained would be beneficial to all shareholders. Furthermore, the proposed transaction would permit MTR Gaming to expand and diversify without utilizing its precious cash reserves.
The relative valuation of Jacobs Entertainment and MTR Gaming would justify a transaction where MTR Gaming would exchange newly issued shares of MTR Gaming common stock with a market value of $144.5 million for all of the outstanding stock of Jacobs Entertainment (after the distribution of MTR stock currently owned by Jacobs Entertainment). I anticipate that Jacobs Entertainment will have approximately $61.5 million in adjusted pro forma EBITDA this year and approximately $286 million in net debt at the end of calendar year 2013.
11770 US HIGHWAY ONE, SUITE 600 NORTH PALM BEACH, FL 33408 561-776-6050 FAX 561-776-6090
I suggest the board seriously consider this proposal prior to adding additional overhead or entrenching a new executive team. As the largest shareholder of MTR Gaming, I have a keen interest in maximizing the value for all MTR Gaming shareholders.
Sincerely,
/s/ Jeffrey P. Jacobs |
Jeffrey P. Jacobs |
C.C: | Robert A. Blatt, Vice Chairman of the Board |
James V. Stanton, Director |
Richard Delatore, Director |
Raymond K. Lee, Director |
Roger P. Wagner |
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