-----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, A6UAJHo42kcJ3U/LTX6hJWBVHoyh4ClCgGCytixxLzCVlFTQ4vZMTxVnP1Rbx83A w2XQrVNodPLQTOiUOzoMaw== 0001386411-07-000001.txt : 20070116 0001386411-07-000001.hdr.sgml : 20070115 20070116120737 ACCESSION NUMBER: 0001386411-07-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070116 DATE AS OF CHANGE: 20070116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Arneault Margaret Beth CENTRAL INDEX KEY: 0001386411 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: (616) 550-4428 MAIL ADDRESS: STREET 1: 7400 BISCAYNE WAY CITY: GRAND RAPIDS STATE: MI ZIP: 49546 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-50735 FILM NUMBER: 07531180 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 SC 13D 1 arneaultmargaretsc13d011207.txt SCHEDULE 13D (COVER AND RESPONSES TO ITEMS 1TO 7, SIGNATURE) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D ______________________MTR Gaming Group, Inc._____________________ (Name of Issuer) ___________________________Common Stock__________________________ (Title of Class of Securities) ____________________________554769100____________________________ (CUSIP Number) Roger D. Hunter, Esq., Neely & Hunter 159 Summers Street (Suite 310) Charleston, West Virginia 25301-2134 __________________________(304) 343-6500_________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) __________________________January 3, 2007________________________ (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). Cover, END Page 1 CUSIP No.__553769100_____________________________________________ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). ____________Margaret Beth Arneault___________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [___]___________________________________________________________ (b) [___]___________________________________________________________ 3. SEC Use Only________________________________________________ 4. Source of Funds (See Instructions)___OO (See Items 3 and 4)_ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ___[___]____ 6. Citizenship or Place of Organization___United States_________ 7. Sole Voting Power__________________1,654,266_________________ 8. Shared Voting Power_______0 (Not Applicable)_________________ 9. Sole Dispositive Power_____________1,654,266_________________ 10. Shared Dispositive Power________0 (Not Applicable)___________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person _________1,654,266 (at 1/3/07) See Items 3 and 4 below______________ 12. Check if the Aggregate in Row (11) Excludes Certain Shares (See Instructions)_____[___]_________ 13. Percent of Class Represented by Amount in Row (11) ______________________________________6.01594%___________________ 14. Type of Reporting Person (See Instructions) ________________________________________IN_______________________ Cover, END Page 2 Item 1 Security and Issuer Common Stock (1,654,266 shares covered by this report) MTR Gaming, Inc. (trading symbol "MNTG") State Route 2 South P.O. Box 356 Chester, West Virginia 26034 Item 2 Identity and Background (a) Margaret Beth Arneault (hereinafter referred to as "Ms. Arneault") (b) 7400 Biscayne Way Grand Rapids, Michigan 49546 (c) Career and educational consultant (self-employed) Career Direction Services, Inc. 3934 Cascade Road Grand Rapids, Michigan 49546 (d) No (e) No (f) Ms. Arneault is a citizen of the United States of America and currently in Michigan. Item 3. Source and Amount of Funds or Other Consideration The 1,654,266 shares of common stock reported on this Schedule 13D were shares that Ms. Arneault's ex-husband Edward R. Arneault (hereinafter, "Mr. Arneault") was required to transfer to her after a mandate and order issued by the Supreme Court of Appeals of the State of West Virginia under the terms of a Settlement Agreement in a divorce proceeding between Ms. Arneault and her ex-husband, and in such order Ms. Arneault was charged by the Court with a pro-rata portion of any associated debt, all as a division of the marital estate (hereinafter, the "Court-Ordered Transfer"); thus, she did not purchase the shares from Mr. Arneault. END Page 3 Ms. Arneault notes that, at the time Mr. Arneault forwarded the initial transfer paperwork to the Transfer Agent (Continental Stock Transfer & Trust Company, New York, New York) in December (on or about December 22, 2006), there was a loan against the relevant shares of MTR Gaming Group, Inc. owed by Mr. Arneault to his brokerage firm (Brown Brothers, Harriman). Ms. Arneault arranged with her brokerage firm (Morgan Stanley DW, Inc. and/or its affiliates) to borrow sufficient funds to cover and retire a pro rata portion of that loan balance ($4,500,000). It is Ms. Arneault's understanding that the Transfer Agent subsequently required additional paperwork to complete the process of transferring ownership into her name, and that such transfer process was completed on January 3, 2007 (or January 4, 2007 at the latest). Item 4. Purpose of Transaction Under the Court-Ordered Transfer, as further noted above, shares were to be transferred to Ms. Arneault by her ex-husband Mr. Arneault after a mandate and order issued by the Supreme Court of Appeals of the State of West Virginia under the terms of a Settlement Agreement in a divorce proceeding between Ms. Arneault and her ex-husband, as a division of the marital estate thus, Ms. Arneault did not purchase the shares from Mr. Arneault. (a) As of January 3, 2007 (and January 4, 2007), Ms. Arneault believed it prudent and in her best interests to diversify her investments and not to have most of her investment portfolio invested in just one stock in one industry, and she intended to sell her shares as part of her overall investment objectives and strategy aimed at achieving a more diversified asset allocation. She sold the shares to her brokerage firm (Morgan Stanley DW, Inc. and/or its affiliates) on January 4, 2007 for $10.84 per share, and retired the above-referenced debt. The settlement date for such transaction was January 9, 2007. An amendment of this Schedule 13D to reflect the disposition of her shares will follow. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) Not applicable. (h) Not applicable. (i) Not applicable. (j) Not applicable. See Item 4(a) above. END Page 4 Item 5. Interest in Securities of the Issuer (a) The subject 1,654,266 shares reported herein would constitute approximately 6.01594% of the Issuer's 27,498,026 shares of Common Stock outstanding at November 6, 2006, which was the number of such shares outstanding as reflected in the Form 10-Q of the Issuer for the three months ending September 30, 2006. (b) The subject 1,654,266 shares are the only shares of the Issuer that Ms. Arneault has owned in the Issuer, and upon completion of the transfer process, she had sole power to vote the shares as well as sole power to dispose of these shares. (c) Apart from the above-referenced Court-Ordered Transfer to Ms. Arneault and sale by Ms. Arneault (see Item 4, including paragraph 4(a) above), there were no other transactions by her in this stock in the 60 days preceding the filing of this Schedule 13D. (d) Not applicable. (e) Ms. Arneault ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer on January 9, 2007, as noted above. An amendment of this Schedule 13D to reflect the disposition of her shares will follow. See also Items 4(a) and 5(c) above. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. (No other persons are named in Item 2. As noted above, the Court-Ordered Transfer to Ms. Arneault was not a purchase but rather was a court-ordered division of the marital estate. In addition, Ms. Arneault has sold the stock and will file an amendment of this Schedule 13D to reflect the same. See Items 3 and 4 including Item 4(a), above.) END Page 5 Item 7. Material to Be Filed as Exhibits Not applicable*. (No other persons are named in Item 2. As noted above, the Court-Ordered Transfer to Ms. Arneault was not a purchase but rather was a court-ordered division of the marital estate. In addition, Ms. Arneault has sold the stock and will file an amendment of this Schedule 13D to reflect the same. See Items 3 and 4 including Item 4(a), above.) 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. _ _________January 2,2007_________________ Date ________/s/ Margaret Beth Arneault_______ Signature ___________Margaret Beth Arneault________ Name/Title *The Special Power of Attorney for Roger D. Hunter, Esq., who affixed Margaret Beth Arneault's signature hereto with her permission and at her direction, is attached as Exhibit Ex-1. END Page 6 EX-1 2 arneaultmargaretpowratty0107.txt EXHIBIT EX-1 (SPECIAL POWER OF ATTORNEY FOR ROGER D. HUNTER, ESQ.) SPECIAL POWER OF ATTORNEY (RELATING TO APPLYING WITH THE SECURITIES AND EXCHANGE COMMISSION OR "SEC" TO BECOME, AND BECOMING, A NEW FILER UNDER THE SEC'S EDGAR ELECTRONIC FILING SYSTEM, AND SUBMITTING MY FILINGS WITH THE SEC THROUGH THE SEC'S EDGAR SYSTEM) I, MARGARET BETH ARNEAULT, hereby appoint ROGER D. HUNTER, of the law firm of Neely & Hunter, 159 Summers Street, Charleston, West Virginia 25301 (phone number 304 343-6500; fax number 304 343-6500), as well as RICHARD NEELY, also of said Neely & Hunter law firm, with the express understanding, direction and authority that either one of them alone is fully authorized to act on my behalf and for me hereunder, as my SPECIAL ATTORNEY-IN-FACT to act for me and in my name, in any way I could act in person, but only with respect to the following specific powers: 1. Applying in my name as a new filer with the Securities and Exchange Commission ("SEC") under the SEC's "EDGAR" electronic filing system ("EDGAR") and doing all other things necessary, convenient or appropriate on my behalf in order to complete the application process and obtain SEC approval of me as a new filer authorized to use EDGAR to make electronic filings with the SEC, including, but not limited to (a) completing, submitting and affixing my name and signature to SEC FORM ID or other online application form or forms; (b) obtaining and/or submitting requests for any and all EDGAR access codes (including but not limited to CIK, CCC, Password, PMAC, Passphrase and any and all other access codes), (c) listing either Mr. Hunter or Mr. Neely as my contact for any and all purposes under the EDGAR system, and using either of their e-mail addresses as addresses for my receiving e-mails to me from the SEC relating to my use of the EDGAR system including any filings I make using the EDGAR system. 2. Using EDGAR to make filings with the SEC electronically in my name of SEC Schedules 13D and/or 13G, and/or amendments to such Schedules, respectively, as the case may be, and affixing my signature to any such Schedules or amendments thereto, and doing any and all things necessary, convenient or appropriate to complete any such electronic filings. 3. Communicating with the SEC (whether electronically or by any other means, including but not limited to telephone communications, faxes, e-mail, U.S. mail, or otherwise) on my behalf respecting any or all of the foregoing matters (including but not limited to applying for and becoming a new filer authorized to use EDGAR, obtaining all necessary access codes for filings to be made on my behalf through EDGAR, filing Schedules 13D, 13G, and/or any amendments thereto, respectively), and/or any and all related matters. 4. Doing any and all things that they determine to be necessary or convenient in order to carry out the foregoing powers, which powers shall be liberally construed so as to give each one of my Special Attorneys-In- Fact (that is, to give each of them separately) the broadest possible range of authority to carry out the special purposes set forth in this Special Power of Attorney. The SEC may rely upon this Special Power of Attorney without looking to any other instrument or document whatsoever as providing full and complete and exclusive power and authority to each one of my Special Attorney-In-Fact to act on any of the foregoing matters. All acts done by my Special Attorneys-In-Fact (or by either one of them, inasmuch as either Mr. Hunter or Mr. Neely is and shall be fully authorized to act alone on my behalf) pursuant to this Special Power of Attorney shall have the same effect as if I had taken such actions myself. This Special Power of Attorney shall be non-delegable. The power conferred on my Special Attorney-In-Fact by this instrument shall be durable and shall be exercisable from and after 3 p.m. Eastern Time, January 11, 2007, notwithstanding a later disability or incapacity on my part, unless otherwise expressly provided by the statutes of the State of West Virginia. Dated, and effective as of 3 p.m. EST, on this 11th day of January, 2007. _________/s/_______________________ MARGARET BETH ARNEAULT ACKNOWLEDGMENT STATE OF MICHIGAN, COUNTY OF __Kent_______________, TO-WIT: I, __Lori A. Slater____________, a Notary Public in and for the County and State aforesaid, do hereby certify that MARGARET BETH ARNEAULT, whose name is signed to the SPECIAL POWER OF ATTORNEY above, bearing date the 11th day of January, 2007, has this day acknowledged the same before me in my said County and State. Given under my hand this 11th day of January, 2007. My commission expires 8-3-2013 . [SEAL:] ______/s/ Lori A. Slater______________ /seal/ NOTARY PUBLIC /Lori A. Slater/ /Notary Public/ /Kenty County/ -----END PRIVACY-ENHANCED MESSAGE-----