sc13g

0000950123-11-018965.txt : 20110228 0000950123-11-018965.hdr.sgml : 20110228 20110225180451 ACCESSION NUMBER: 0000950123-11-018965 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110228 DATE AS OF CHANGE: 20110225 GROUP MEMBERS: JAMES DONDERO GROUP MEMBERS: STRAND ADVISORS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Herbst Gaming, LLC CENTRAL INDEX KEY: 0001499268 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 020815199 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85867 FILM NUMBER: 11642606 BUSINESS ADDRESS: STREET 1: 3993 HOWARD HUGHES PKWY SUITE 600 CITY: LAS VEGAS STATE: NV ZIP: 89169 BUSINESS PHONE: (702)889-7695 MAIL ADDRESS: STREET 1: 3993 HOWARD HUGHES PKWY SUITE 600 CITY: LAS VEGAS STATE: NV ZIP: 89169 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHLAND CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001167365 IRS NUMBER: 752716725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9726284100 MAIL ADDRESS: STREET 1: 13455 NOEL ROAD STE 1300 CITY: DALLAS STATE: TX ZIP: 75240 SC 13G 1 d80067sc13g.htm SC 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Herbst Gaming, LLC

(Name of Issuer)

Common Units

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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 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 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).

This initial filing is to correct the initial filing made on January 10, 2011 for Herbst Gaming, Inc., for holdings as of December 31, 2010. On December 31, 2010, Herbst Gaming Inc. reorganized into Herbst Gaming, LLC. The initial filing on January 10, 2011, intended for Herbst Gaming, LLC, instead was made for Herbst Gaming, Inc. in error. This initial filing is being made to correct this error made in the previously made, timely, filing.


CUSIP No.				Page		2		of		7


1	NAMES OF REPORTING PERSONS Highland Capital Management, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			1,665,458

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,665,458

WITH:		8	SHARED DISPOSITIVE POWER



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,665,458

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.33%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN/IA


CUSIP No.				Page		3		of		7


1	NAMES OF REPORTING PERSONS Strand Advisors, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			1,665,458

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,665,458

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,665,458

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.33%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO/HC


CUSIP No.				Page		4		of		7


1	NAMES OF REPORTING PERSONS James Dondero


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			1,665,458

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,665,458

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,665,458

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	8.33%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN/HC


CUSIP No.				Page		5		of		7

Item 1(a) Name of Issuer:

Herbst Gaming, LLC (the “ Issuer ”).

Item 1(b) Address of Issuers Principal Executive Offices:

3440 West Russell Road, Las Vegas, Nevada

Item 2(a) Name of Persons Filing:

This statement is filed by and on behalf of: (i) Highland Capital Management, L.P. (“Highland Capital”); (ii) Strand Advisors, Inc. (“Strand”); (iii) James D. Dondero (“Dondero”).

Highland Capital principally serves as an investment adviser and/or manager to other persons. Highland Capital may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or benefit of other persons. Strand serves as the general partner of Highland Capital; Strand may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or benefit of Highland Capital. Dondero is the President and a director of Strand; Dondero may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or benefit of Strand.

Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Item 2(b) Address of Principal Business Office or, if non Residence:

The address of the principal business office of each of the reporting persons is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240.

Item 2(c) Citizenship:

See Item 4 of each cover page for the respective reporting persons.

Item 2(d) Title of Class of Securities:

Common Units, no par value (the “Common Units”).

Item 2(e) CUSIP Number:

Not applicable.

Item 3 Status of Persons Filing.

Not applicable.

Item 4 Ownership.

(a)

Amount Beneficially Owned:


CUSIP No.				Page		6		of		7

			See Item 9 of each cover page for the respective reporting persons.

	(b)		Percent of Class:

			See Item 11 of each cover page for the respective reporting persons.

	(c)		Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote:

			See Item 5 of each cover page for the respective reporting persons.

	(ii)		Shared power to vote or to direct the vote:

			See Item 6 of each cover page for the respective reporting persons.

	(iii)		Sole power to dispose or to direct the disposition of:

			See Item 7 of each cover page for the respective reporting persons.

	(iv)		Shared power to dispose or to direct the disposition of:

			See Item 8 of each cover page for the respective reporting persons.

Item 5 Ownership of 5% or Less of a Class.

As of the date of filing hereof the Reporting Persons are Beneficial Owners of more than 5% of the Issuers equity.

Item 6 Ownership of More than 5% on Behalf of Another Person.

Highland Capital serves as an investment adviser and/or manager to other persons. Highland Capital may be deemed to beneficially own shares owned and/or held by and/or for the account and/or benefit of other persons.

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8 Identification and Classification of Members of the Group.

Not applicable.

Item 9 Notice of Dissolution of Group.

Not applicable.

Item 10 Certifications.

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.


CUSIP No.				Page		7		of		7

SIGNATURES

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: February 28, 2011


	Highland Capital Management, L.P.

	By:	Strand Advisors, Inc., its general partner

	By:	/s/ James D. Dondero
		James D. Dondero, President


	Strand Advisors, Inc.
	By:	/s/ James D. Dondero
		James D. Dondero, President


	James D. Dondero
	/s/ James D. Dondero

EX-99.1 2 d80067exv99w1.htm EX-99.1 exv99w1

EXHIBIT 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Joint Filing Agreement to be executed and effective as of the date first written above.


Date: February 28, 2011	Highland Capital Management, L.P.

	By:	Strand Advisors, Inc., its general partner

	By:	/s/ James D. Dondero
		Name:	James D. Dondero
		Title:	President

	Strand Advisors, Inc.
	By:	/s/ James D. Dondero
		Name:	James D. Dondero
		Title:	President

	James D. Dondero
	/s/ James D. Dondero