SC 13D/A No.12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
MTR GAMING
GROUP, INC.
(Name of Issuer)
Common Stock, par value of $0.00001
(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)
August 15, 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 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 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).
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| (1) |
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Names of reporting persons Jeffrey P. Jacobs |
| (2) |
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Check the appropriate box if a
member of a group (see instructions)
(a) x (b) ¨ |
| (3) |
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SEC use only
|
| (4) |
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Source of funds (see
instructions) PF |
| (5) |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) |
| (6) |
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Citizenship or place of
organization U.S.A. |
| Number of
shares
beneficially
owned by
each
reporting
person
with: |
|
(7) |
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Sole voting power
5,066,233 |
| |
(8) |
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Shared voting power
-0- (See Item 5) |
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(9) |
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Sole dispositive power
5,066,233 |
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(10) |
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Shared dispositive power
-0- (See Item 5) |
| (11) |
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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) |
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Percent of class represented by
amount in Row (11) 18.14% (1) |
| (14) |
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Type of reporting person (see
instructions) IN |
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(1) |
This calculation is based on 27,922,965 shares of common stock of MTR Gaming Group, Inc. (the “Issuer”) outstanding as of August 2, 2013 as reported in the
Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on August 6, 2013. |
2
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| (1) |
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Names of reporting persons The Jeffrey P. Jacobs Revocable Trust dated July 10, 2000 |
| (2) |
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Check the appropriate box if a
member of a group (see instructions)
(a) x (b) ¨ |
| (3) |
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SEC use only
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| (4) |
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Source of funds (see
instructions) OO |
| (5) |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) |
| (6) |
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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) |
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Sole dispositive power
-0- |
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(10) |
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Shared dispositive power
-0- |
| (11) |
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Aggregate amount beneficially owned by each reporting person
2,763,699 |
| (12) |
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Check if the aggregate amount in
Row (11) excludes certain shares (see instructions) |
| (13) |
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Percent of class represented by
amount in Row (11) 9.9% (1) |
| (14) |
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Type of reporting person (see
instructions) 00 (2) |
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(1) |
This calculation is based on 27,922,965 shares of common stock of the Issuer outstanding as of August 2, 2013 as reported in the Quarterly Report on Form 10-Q filed by
the Issuer with the Commission on August 6, 2013. |
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(2) |
The Reporting Person is a revocable trust. |
3
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| (1) |
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Names of reporting persons Jacobs Entertainment, Inc., #34-1959351 |
| (2) |
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Check the appropriate box if a
member of a group (see instructions)
(a) x (b) ¨ |
| (3) |
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SEC use only
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| (4) |
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Source of funds (see
instructions) WC; BK |
| (5) |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) |
| (6) |
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Citizenship or place of
organization Delaware |
| Number of
shares
beneficially
owned by
each
reporting
person
with: |
|
(7) |
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Sole voting power
-0- |
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(8) |
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Shared voting power
-0- |
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(9) |
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Sole dispositive power
-0- |
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(10) |
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Shared dispositive power
-0- |
| (11) |
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Aggregate amount beneficially owned by each reporting person
813,618 |
| (12) |
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Check if the aggregate amount in
Row (11) excludes certain shares (see instructions) |
| (13) |
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Percent of class represented by
amount in Row (11) 2.9% |
| (14) |
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Type of reporting person (see
instructions) CO |
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(1) |
This calculation is based on 27,922,965 shares of common stock of the Issuer outstanding as of August 2, 2013 as reported in the Quarterly Report on Form 10-Q filed by
the Issuer with the Commission on August 6, 2013. |
4
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| (1) |
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Names of reporting persons Gameco Holdings, Inc., #34-1962581 |
| (2) |
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Check the appropriate box if a
member of a group (see instructions)
(a) x (b) ¨ |
| (3) |
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SEC use only
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| (4) |
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Source of funds (see
instructions) BK |
| (5) |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) |
| (6) |
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Citizenship or place of
organization Delaware |
| Number of
shares
beneficially
owned by
each
reporting
person
with: |
|
(7) |
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Sole voting power
-0- |
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(8) |
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Shared voting power
-0- |
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(9) |
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Sole dispositive power
-0- |
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(10) |
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Shared dispositive power
-0- |
| (11) |
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Aggregate amount beneficially owned by each reporting person
1,213,936 |
| (12) |
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Check if the aggregate amount in
Row (11) excludes certain shares (see instructions) |
| (13) |
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Percent of class represented by
amount in Row (11) 4.4% (1) |
| (14) |
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Type of reporting person (see
instructions) CO |
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(1) |
This calculation is based on 27,922,965 shares of common stock of the Issuer outstanding as of August 2, 2013 as reported in the Quarterly Report on Form 10-Q filed by
the Issuer with the Commission on August 6, 2013. |
5
Purpose of Amendment
Summary of Ownership
The following shows the breakdown of the Reporting Persons’ direct ownership of the Issuer’s shares:
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| Name |
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Number of Shares |
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| Jeffrey P. Jacobs |
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274,980 |
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| The Jeffrey P. Jacobs Revocable Trust dated July 10, 2000 |
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2,763,699 |
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| Jacobs Entertainment, Inc. |
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813,618 |
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| Gameco Holdings, Inc. |
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1,213,936 |
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5,066,233 |
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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 Issuer’s 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 11 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 Issuer’s 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 Issuer’s 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
On August 15, 2013, the Reporting Persons withdrew their May 3, 2013 unsolicited
proposal that the Issuer acquire Jacobs Entertainment, Inc., and will continue to monitor the competitive landscape including the impact of new competition from the Hard Rock Rocksino Northfield Park as well as Hollywood Slots at Mahoning Valley
Race Course, and Lawrence Downs Casino and Racing Resort. The proposal referenced above was set forth in Amendment No. 11 to this Schedule 13D filed on May 6, 2013 with the Commission.
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).
Attached
hereto as Exhibit A is a letter dated August 15, 2013 from Jacobs Investments, Inc. to Mr. Steven M. Billick, Chairman of the Board of the Issuer, stating that the Reporting Persons’ proposal dated May 3, 2013 has been
withdrawn.
7
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each certifies that the information in this statement is true, complete and correct.
Dated: August 16, 2013
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| Jeffrey P. Jacobs
Jacobs Entertainment, Inc. The Jeffrey P. Jacobs
Revocable Trust Gameco Holdings, Inc. |
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| By: |
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/s/ Stephen R. Roark |
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Stephen R. Roark |
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Pursuant to Power of Attorney in Initial Filing |
