UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Securities Exchange Act of 1934
(Amendment No. )*
MTR Gaming Group, Inc. |
(Name of Issuer)
Common Stock, $.00001 par value |
(Title of Class of Securities)
553769100 |
(CUSIP Number)
February 27, 2012 |
(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 if 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 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 purposes 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).
13G
CUSIP No. 553769100 | Page 2 of 12 Pages |
(1) |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lafitte Fund I LP | |||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
(3) | SEC USE ONLY
| |||||
(4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
1,525,956 | ||||
(6) | SHARED VOTING POWER
0 | |||||
(7) | SOLE DISPOSITIVE POWER
1,525,956 | |||||
(8) | SHARED DISPOSITIVE POWER
0 | |||||
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,525,956 | |||||
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5% | |||||
(12) |
TYPE OF REPORTING PERSON*
PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
13G
CUSIP No. 553769100 | Page 3 of 12 Pages |
(1) |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lafitte Capital Partners LP | |||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
(3) | SEC USE ONLY
| |||||
(4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
(6) | SHARED VOTING POWER
1,525,956 | |||||
(7) | SOLE DISPOSITIVE POWER
0 | |||||
(8) | SHARED DISPOSITIVE POWER
1,525,956 | |||||
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,525,956 | |||||
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5% | |||||
(12) |
TYPE OF REPORTING PERSON*
PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
13G
CUSIP No. 553769100 | Page 4 of 12 Pages |
(1) |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lafitte Capital Management LP | |||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
(3) | SEC USE ONLY
| |||||
(4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
(6) | SHARED VOTING POWER
1,750,339 | |||||
(7) | SOLE DISPOSITIVE POWER
0 | |||||
(8) | SHARED DISPOSITIVE POWER
1,750,339 | |||||
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,339 | |||||
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% | |||||
(12) |
TYPE OF REPORTING PERSON*
PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
13G
CUSIP No. 553769100 | Page 5 of 12 Pages |
(1) |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Lafitte Capital, LLC | |||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
(3) | SEC USE ONLY
| |||||
(4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
(6) | SHARED VOTING POWER
1,750,339 | |||||
(7) | SOLE DISPOSITIVE POWER
0 | |||||
(8) | SHARED DISPOSITIVE POWER
1,750,339 | |||||
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,339 | |||||
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% | |||||
(12) |
TYPE OF REPORTING PERSON*
OO |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
13G
CUSIP No. 553769100 | Page 6 of 12 Pages |
(1) |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bryant Regan | |||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
(3) | SEC USE ONLY
| |||||
(4) | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 | ||||
(6) | SHARED VOTING POWER
1,750,339 | |||||
(7) | SOLE DISPOSITIVE POWER
0 | |||||
(8) | SHARED DISPOSITIVE POWER
1,750,339 | |||||
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,339 | |||||
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% | |||||
(12) |
TYPE OF REPORTING PERSON*
IN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT |
SCHEDULE 13G
This statement is being filed by Lafitte Fund I LP, a Texas limited partnership (the Fund), Lafitte Capital Partners LP, a Texas limited partnership (the General Partner), as the general partner of the Fund, Lafitte Capital Management LP, a Texas limited partnership (Lafitte), as the investment manager of the Fund and certain other accounts (together, the Lafitte Accounts), Lafitte Capital, LLC, a Texas limited liability company (Lafitte Capital), as the general partner of the General Partner and Lafitte, and Bryant Regan, as the sole member of Lafitte Capital is (collectively with the Fund, the General Partner, Lafitte and Lafitte Capital, the Reporting Persons).
Item 1(a) | Name of Issuer. |
MTR Gaming Group, Inc.
Item 1(b) | Address of Issuers Principal Executive Offices. |
State Route 2, South
P.O. Box 356
Chester, West Virginia 26034
Item 2(a) | Name of Person Filing. |
(1) Lafitte Fund I LP
(2) Lafitte Capital Partners LP
(3) Lafitte Capital Management LP
(4) Lafitte Capital, LLC
(5) Bryant Regan
Item 2(b) | Address of Principal Business Office. |
For all filers:
701 Brazos, Suite 310
Austin, Texas 78701
Item 2(c) | Citizenship. |
(1) Lafitte Fund I LP is a Texas limited partnership
(2) Lafitte Capital Partners LP is a Texas limited partnership
(3) Lafitte Capital Management LP is a Texas limited partnership
(3) Lafitte Capital, LLC is a Texas limited liability company
(4) Bryant Regan is a United States citizen
The General Partner serves as the general partner to the Fund. Lafitte is the investment manager for the Laffite Accounts and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by the Lafitte Accounts. Lafitte Capital is the general partner of Lafitte, and its sole member is Bryant Regan.
7
Item 2(d) | Title of Class of Securities. |
Common Stock, $.00001 par value (the Common Stock)
Item 2(e) | CUSIP Number. |
553769100
Item 3 | Reporting Person. |
The person filing is not listed in Items 3(a) through 3(j).
Item 4 | Ownership. |
(a) | The Fund and the General Partner are the beneficial owners of 1,525,956 shares of Common Stock held by the Fund. The General Partner may be deemed to beneficially own the shares of Common Stock held by the Fund as a result of being the general partner of the Fund. |
Lafitte, Lafitte Capital and Bryant Regan are the beneficial owners of 1,750,339 shares of Common Stock held by the Lafitte Accounts. Lafitte may be deemed to beneficially own the shares of Common Stock held by the Lafitte Accounts as a result of being the investment manager of the Lafitte Accounts. Lafitte Capital may be deemed to beneficially own the shares of Common Stock held by the Lafitte Accounts as a result of being the general partner of Lafitte. Bryant Regan may be deemed to beneficially own the shares of Common Stock held by the Lafitte Accounts as a result of being the sole member of Lafitte Capital.
(b) | The Fund and the General Partner beneficially own 1,525,956 shares of Common Stock which represent 5.5% of the shares of Common Stock outstanding. Lafitte, Lafitte Capital and Bryant Regan beneficially own 1,750,339 shares of Common Stock which represent 6.3% of the shares of Common Stock outstanding. These percentages are determined by dividing the number of shares of Common Stock beneficially held by each of the Reporting Persons by 27,668,839, the number of shares of Common Stock issued and outstanding as of March 12, 2012, as reported in the Issuers Form 10-K filed with the Securities and Exchange Commission on March 15, 2012. |
(c) | The Fund may direct the vote and disposition of 1,525,956 shares of Common Stock it holds directly. The General Partner may direct the vote and disposition of 1,525,956 shares of Common Stock held by the Fund. Lafitte, Lafitte Capital and Bryant Regan may direct the vote and disposition of 1,750,339 shares of Common Stock held by the Lafitte Accounts. |
8
Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable
Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
Item 9 | Notice of Dissolution of Group. |
Inapplicable.
Item 10 | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
Exhibits | Exhibit 1 |
Joint Filing Agreement between the Fund, the General Partner, Lafitte, Lafitte Capital and Bryant Regan.
9
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: April 3, 2012
LAFITTE FUND I LP
By: Lafitte Capital Management LP, its general partner
By: Lafitte Capital, LLC, its general partner | ||||||||
By: | /s/ Bryant Regan | |||||||
Name: | Bryant Regan | |||||||
Title: | Manager |
LAFITTE CAPITAL PARTNERS LP
By: Lafitte Capital, LLC, its general partner | ||||||||
By: | /s/ Bryant Regan | |||||||
Name: | Bryant Regan | |||||||
Title: | Manager |
LAFITTE CAPITAL MANAGEMENT LP
By: Lafitte Capital, LLC, its general partner | ||||||||
By: | /s/ Bryant Regan | |||||||
Name: | Bryant Regan | |||||||
Title: | Manager |
LAFITTE CAPITAL, LLC | ||||||||
By: | /s/ Bryant Regan | |||||||
Name: | Bryant Regan | |||||||
Title: | Manager |
BRYANT REGAN | ||||||||
/s/ Bryant Regan | ||||||||
| ||||||||
Name: | Bryant Regan |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Common Stock of MTR Gaming Group, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of April 3, 2012.
LAFITTE FUND I LP | ||||||||||
By: | Lafitte Capital Management LP, its general partner | |||||||||
By: | Lafitte Capital, LLC, its general partner | |||||||||
By: | /s/ Bryant Regan | |||||||||
Name: | Bryant Regan | |||||||||
Title: | Manager | |||||||||
LAFITTE CAPITAL PARTNERS LP | ||||||||||
By: | Lafitte Capital, LLC, its general partner | |||||||||
By: | /s/ Bryant Regan | |||||||||
Name: | Bryant Regan | |||||||||
Title: | Manager | |||||||||
LAFITTE CAPITAL MANAGEMENT LP | ||||||||||
By: | Lafitte Capital, LLC, its general partner | |||||||||
By: | /s/ Bryant Regan | |||||||||
Name: | Bryant Regan | |||||||||
Title: | Manager |
LAFITTE CAPITAL, LLC | ||||||
By: | /s/ Bryant Regan | |||||
Name: | Bryant Regan | |||||
Title: | Manager | |||||
BRYANT REGAN | ||||||
/s/ Bryant Regan | ||||||
Name: Bryant Regan |