Amendment No. 10 to Schedule 13D

-----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, D1k4JvthYKl0DP9pCKjX9cIYs+UtjyQT1rqItU68pbm9M9q4okN1duL2gOtez8OE XxP/GJWSpf2mqs7jiFdFwg== 0001193125-10-225008.txt : 20101006 0001193125-10-225008.hdr.sgml : 20101006 20101006172142 ACCESSION NUMBER: 0001193125-10-225008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101006 DATE AS OF CHANGE: 20101006 GROUP MEMBERS: GAMECO HOLDINGS, INC. GROUP MEMBERS: JEFFREY P. JACOBS GROUP MEMBERS: THE JEFFREY P. JACOBS REVOCABLE 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: 101112373 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 dsc13da.htm AMENDMENT NO. 10 TO SCHEDULE 13D Amendment No. 10 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

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 6, 2010

(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).


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) 18.4%
(14)	Type of reporting person (see instructions) IN


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) 10.1%
(14)	Type of reporting person (see instructions) 00(1)

(1)	The Reporting Person is a revocable trust.


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) 3.0%
(14)	Type of reporting person (see instructions) CO


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

Purpose of Amendment

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 9 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 recent resignations of the Issuer’s Chief Executive Officer and its Chief Financial Officer have caused the Reporting Persons serious concern. The Reporting Persons have offered to the Issuer’s board of directors (“Board”) the services of Jacobs Entertainment, Inc. personnel to manage the Issuer and further offered to assist the Board with filling the vacant senior executive positions by suggesting qualified candidates. As the Issuer’s largest shareholder, the Reporting Persons intend to continue to monitor the Board’s actions and efforts to increase 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. The Reporting Persons have engaged an investment bank to advise the Reporting Persons with respect to their investment in the Issuer or a potential transaction with the Issuer.

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).

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: October 6, 2010	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

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