-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OV8pBL0DLGhsFLBSyR2Uqdjv/Z5B5VIaDdoWZY/vKH8qCqmDh7334ppFo/YCOr9I ESibrlEfL6+nB7cvYnPSxA== 0001104659-08-069189.txt : 20081107 0001104659-08-069189.hdr.sgml : 20081107 20081107160208 ACCESSION NUMBER: 0001104659-08-069189 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081107 DATE AS OF CHANGE: 20081107 GROUP MEMBERS: GAMECO HOLDINGS, INC. GROUP MEMBERS: JEFFREY P. JACOBS GROUP MEMBERS: THE RICHARDS E. JACOBS REVOCABLE LIVING TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MTR GAMING GROUP INC CENTRAL INDEX KEY: 0000834162 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 841103135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50735 FILM NUMBER: 081171398 BUSINESS ADDRESS: STREET 1: ROUTE 2 STREET 2: PO BOX 356 CITY: CHESTER STATE: WV ZIP: 26034 BUSINESS PHONE: 3043875712 MAIL ADDRESS: STREET 1: ROUTE 2 STREET 2: P O BOX 356 CITY: CHESTER STATE: WV ZIP: 26034 FORMER COMPANY: FORMER CONFORMED NAME: WINNERS ENTERTAINMENT INC DATE OF NAME CHANGE: 19931117 FORMER COMPANY: FORMER CONFORMED NAME: EXCALIBUR HOLDING CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EXCALIBUR SECURITY SERVICES INC DATE OF NAME CHANGE: 19920202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JACOBS ENTERTAINMENT INC CENTRAL INDEX KEY: 0001173284 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 341959351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 240 MAIN STREET CITY: BLACK HAWK STATE: CO ZIP: 80422 BUSINESS PHONE: 3035821117 MAIL ADDRESS: STREET 1: 240 MAIN STREET CITY: BLACK HAWK STATE: CO ZIP: 804222 FORMER COMPANY: FORMER CONFORMED NAME: GAMECO INC DATE OF NAME CHANGE: 20020513 SC 13D/A 1 a08-27655_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

WASHINGTON, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

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)

 

October 31, 2008

(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. o

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).

 



 

CUSIP NO.   553769100

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Jeffrey P. Jacobs

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
U.S.A.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
274,980

 

8.

Shared Voting Power
2,027,554 (See Item 5)

 

9.

Sole Dispositive Power
274,980

 

10.

Shared Dispositive Power
2,027,554 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,302,534

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
8.4%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

CUSIP NO.   553769100

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

The Richards E. Jacobs Revocable Living Trust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
Ohio

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
2,763,699

 

8.

Shared Voting Power
-0-

 

9.

Sole Dispositive Power
2,763,699

 

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)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
10.1%

 

 

14.

Type of Reporting Person (See Instructions)
00(1)

 


(1)                The Reporting Person is a revocable living trust.

 

3



 

CUSIP NO.   553769100

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Jacobs Entertainment, Inc., #34-1959351

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
813,618

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
813,618

 

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)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

4



 

CUSIP NO.   553769100

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Gameco Holdings, Inc., #34-1962581

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,213,936

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
1,213,936

 

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)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.4%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

5



 

Purpose of Amendment

 

The purposes of this amendment are to:  (i) report the acquisition of additional shares of the Issuer’s common stock by one of the Reporting Persons (see Item 5); and (ii) to update the Reporting Persons’ intentions with respect to the Issuer (see 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”) and Amendments 1 through 6 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 and Board of Directors the potential for mutually beneficial relationships between Jacobs Entertainment, Inc. and the Issuer.  Such suggestions or positions 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 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.

 

As the Issuer’s largest stockholder, and to further the Reporting Persons’ participation in the direction of the Issuer with a view to assisting in increasing stockholder value, Jeffrey P. Jacobs requested that he be elected to fill a vacancy on the Issuer’s Board of Directors.  Mr. Jacobs was elected by the Issuer’s Board of Directors to fill a vacancy on the seven person board on May 6, 2008.  On October 30, 2008, Jeffrey P. Jacobs was elected as Chairman of the Board of Directors of the Issuer and it elected three new members to its Board of Directors.  Steven M. Billick

 

6



 

and Raymond K. Lee will fill two new seats created as a result of the Board’s amendment of its Bylaws, on October 30, 2008, to increase the number of directors from seven to nine, and Stanley R. Gorom III filled the Board seat vacated by Edson R. Arneault’s resignation from the Board on October 31, 2008.  Mr. Gorom is a partner in the law firm of Hahn Loeser & Parks LLP which performs legal services for Mr. Jacobs and his related entities.  Mr. Gorom serves as the trustee of two family trusts established by Mr. Jacobs.

 

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. 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 5.

Interest in Securities of the Issuer.

(a)           The Reporting Persons own beneficially an aggregate of 5,066,233 shares of the Issuer or 18.4% of its shares outstanding, based upon 27,475,260 shares stated to be outstanding in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.

 

The following shows the breakdown of the Reporting Persons’ direct ownership of the Issuer’s shares:

 

Name

 

Number of Shares

 

 

 

 

 

Jeffrey P. Jacobs

 

274,980

 

The Richard E. Jacobs Revocable Living Trust

 

2,763,699

 

Jacobs Entertainment, Inc.

 

813,618

 

Gameco Holdings, Inc.

 

1,213,936

 

 

 

5,066,233

 

 

By virtue of the relationships described in Item 2 of this Statement (including related Schedules I and II) and this Item 5, Jacobs Investments, Inc., Jeffrey P. Jacobs and his family trusts may be deemed to share indirect beneficial ownership of shares of the Issuer’s common stock directly owned by Jacobs Entertainment, Inc. and Gameco Holdings, Inc.  See Schedule II attached hereto.

 

(b)           Each of the Reporting Persons has the power to vote and to dispose of shares of the Issuer as follows:

 

7



 

Jeffrey P. Jacobs

 

 

(i)

 

sole power to vote or direct the vote:

 

274,980

 

(ii)

 

shared power to vote or direct the vote:

 

2,027,554

 

(iii)

 

sole power to direct disposition:

 

274,980

 

(iv)

 

shared power to direct disposition:

 

2,027,554

 

The Richard E. Jacobs Revocable Living Trust

 

 

(i)

 

sole power to vote or direct the vote:

 

2,763,699

 

(ii)

 

shared power to vote or direct the vote:

 

0

 

(iii)

 

sole power to direct disposition:

 

2,763,699

 

(iv)

 

shared power to direct disposition:

 

0

 

Jacobs Entertainment, Inc.

 

 

(i)

 

sole power to vote or direct the vote:

 

813,618

 

(ii)

 

shared power to vote or direct the vote:

 

0

 

(iii)

 

sole power to: direct disposition

 

813,618

 

(iv)

 

shared power to direct disposition:

 

0

 

Gameco Holdings, Inc.

 

 

(i)

 

sole power to vote or direct the vote:

 

1,213,936

 

(ii)

 

shared power to vote or direct the vote:

 

0

 

(iii)

 

sole power to direct disposition:

 

1,213,936

 

(iv)

 

shared power to direct disposition:

 

0

 

(c)           On October 31, 2008, The Richard E. Jacobs Revocable Living Trust purchased a total of 700,000 shares of the Issuer’s common stock in a matched block trade with two persons effected by the respective parties’ securities brokers.  Of the price of $4.50 per share, $3.00 per share was paid on closing and an additional $1.50 per share will be paid within five days after completion of the refinancing of the Issuer’s 9.75% Senior Unsecured Notes if such occurs prior to April 1, 2010.  If the refinancing is not completed by that date, the remaining portion of the purchase price will not be paid.

 

(d)              No person other than the Reporting Person is known to have the right to receive or the power to direct  the

receipt of dividends from, or the proceeds from the sale of the Issuer’s shares held by him or it.

 

(e)              Not applicable.

 

8



 

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:   November 7, 2008

 

 

/s/ Jeffrey P. Jacobs

 

Jeffrey P. Jacobs

 

 

 

 

 

The Richard E. Jacobs Revocable Living Trust

 

 

 

 

 

By:

/s/ Richard E. Jacobs, Trustee

 

        Richard E. Jacobs, Trustee

 

 

 

Jacobs Entertainment, Inc.

 

 

 

 

 

By:

/s/ Jeffrey P. Jacobs

 

        Jeffrey P. Jacobs, Chief Executive Officer

 

 

 

Gameco Holdings, Inc.

 

 

 

 

 

By:

/s/ Jeffrey P. Jacobs

 

        Jeffrey P. Jacobs, Chief Executive Officer

 

9



 

SCHEDULE I

 

Directors, Executive Officers and Persons Controlling Jacobs Entertainment, Inc.

 

Set forth below is the name, present principal occupation, or employment and the name, principal business, and address of any corporation or other organization in which such employment is conducted for the director and executive officer of Jacobs Entertainment, Inc.  Unless otherwise indicated, each individual is a citizen of the United States, and his or her business address is c/o Jacobs Entertainment, Inc., 17301 West Colfax Avenue, Suite 250, Golden, Colorado 80401.

 

Director

 

Jeffrey P. Jacobs

Golden Bear Plaza

East Tower, Suite 600

11770 US Highway One

North Palm Beach, Florida 33408

 

Jeffrey P. Jacobs is Chairman, Chief Executive Officer, Secretary, and Treasurer of Jacobs Entertainment, Inc., a company that owns and operates casino, truck plaza and pari-mutuel gaming facilities in Colorado, Louisiana, Nevada, and Virginia.

 

Executive Officers

 

Jeffrey P. Jacobs

Chairman, Chief Executive Officer, Secretary, and Treasurer

 

Stephen R. Roark

President

 

Ian M. Stewart

President of Pari-Mutuel Operations

 

Michael T. Shubic

Chief Operating Officer

 

Controlling Persons

 

Jacobs Entertainment, Inc. has 1,500 shares of common stock outstanding divided into 1,320 Class A shares and 180 Class B shares.  The shares are equal in all respects except that each Class B share entitles the holder to 50,000 votes on each matter required to be voted upon by stockholders.  All 1,500 shares of Jacobs Entertainment, Inc.’s issued and outstanding common stock are owned by Jacobs Investments, Inc.  See Schedule II.

 



 

SCHEDULE II

 

Directors, Executive Officers and Persons Controlling Gameco Holdings, Inc.

 

Set forth below is the name, present principal occupation, or employment and the name, principal business, and address of any corporation or other organization in which such employment is conducted for the director and executive officer of Gameco Holdings, Inc.  The individual is a citizen of the United States, and his business address is set forth below.

 

Director

 

Jeffrey P. Jacobs

Golden Bear Plaza

East Tower, Suite 600

11770 US Highway One

North Palm Beach, Florida 33408

 

Jeffrey P. Jacobs is Chairman, Chief Executive Officer, Secretary, and Treasurer of Jacobs Entertainment, Inc., a company that owns and operates casino, truck plaza and pari-mutuel gaming facilities in Colorado, Louisiana, Nevada, and Virginia.

 

Executive Officer

 

Jeffrey P. Jacobs

President, Chief Executive Officer, Secretary, and Treasurer

 

Controlling Persons

 

As of August 1, 2008 all of the equity securities of Gameco Holdings, Inc. were transferred by Jeffrey P. Jacobs, the Jacobs Family Control Trust, the Jacobs Family Economic Trust, The Richard E. Jacobs Revocable Trust, and The Richard E. Jacobs Irrevocable Trust to Jacobs Investments, Inc., a Delaware corporation engaged in owning and managing various investments.

 

On October 1, 2008, Jacobs Investments, Inc. redeemed 994 of its Class A shares (38% of those then outstanding) and 180 of its Class B shares (50% of those then outstanding) which were then owned by The Richard E. Jacobs Revocable Trust.  Richard E. Jacobs is the trustee of the revocable trust.

 

Following the redemption described above, Jeffrey P. Jacobs, the Jacobs Family Economic Trust and the Jacobs Family Control Trust, collectively owned an aggregate of 1,320 Class A shares (80% of those outstanding) and 180 Class B shares (100% of those outstanding) of Jacobs Investments, Inc.  Both trusts are dynasty trusts established by Jeffrey P. Jacobs for the benefit of his current and future heirs and place certain restrictions on the transfer of the shares by the trustee.  The current trustee of both trusts is Stanley R. Gorom III, a partner in the Cleveland, Ohio law firm of Hahn Loeser & Parks, LLP.  The trusts were formed under the laws of the State of Delaware.  The Richard E. Jacobs Irrevocable Trust (Jeffrey P. Jacobs, trustee) continues to own 20% of Jacobs Investments, Inc.’s Class A shares.

 


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