-----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, AobA/d1sJgC52kCfiVSFuTtjsa+I3cTVF7mzvSUrUDYzGgYa/yKXmwcx+zM4BHdo tIfdvMk2bXDnw8/eVlEk5g== 0001156950-09-000001.txt : 20090129 0001156950-09-000001.hdr.sgml : 20090129 20090129114155 ACCESSION NUMBER: 0001156950-09-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090129 DATE AS OF CHANGE: 20090129 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: 09553528 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: ARBITER PARTNERS LP CENTRAL INDEX KEY: 0001156950 IRS NUMBER: 134168699 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 149 FIFTH AVENUE, FIFTEENTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-585-1600 MAIL ADDRESS: STREET 1: 149 FIFTH AVENUE, FIFTEENTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 SC 13D/A 1 mntg13damend1.txt MTR GAMING GROUP 13D AMENDMENT SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1) (Name of Issuer) MTR Gaming Group Inc (Title of Class of Securities) Common Stock (CUSIP Number) 553769100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Paul J. Isaac Arbiter Partners 149 Fifth Avenue, Fifteenth Floor New York, New York 10010 (212) 650-4670 (Date of Event which Requires Filing of this Statement) January 29, 2009 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 Section 240.13d-l(e), 240.13d-l(t) 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 Section 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). Persons who respond to the collection of Information contained in this form are not required to respond unless the form displays a currently valid 0MB control number. SEC 1746 (03-00) CUSIP No. 553769100 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Arbiter Partners, LP (manager, Paul J. Isaac) 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) X 3. SEC Use Only 4. Source of Funds (See Instructions) PF, OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2 (e). No 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 1,922,126 8. Shared Voting Power NA 9. Sole Dispositive power 1,922,126 10. Shared Dispositive Power NA 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,922,126 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) NA 13. Percent of Class Represented by Amount in Row (11) 7.0% Arbiter Partners, L.P. 14. Type of Reporting Person (see instructions) PN CUSIP No. 553769100 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Isaac Brothers, LLC (manager, Paul J. Isaac) 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) X 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). No 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power NA 8. Shared Voting Power 10,000 9. Sole Dispositive power NA 10. Shared Dispositive Power 10,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 10,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) NA 13. Percent of Class Represented by Amount in Row (11) 0.04% Isaac Brothers, LLC 14. Type of Reporting Person (see instructions) OO Item 1. Security and Issuer This Amendment No. 1 to Schedule 13D (Amendment No. 1) is filed by ArbiterPartners, LP. (the Reporting Person). This Amendment No. 1 amends the Schedule 13D originally filed on March 05, 2008, relating to the common stock of MTR Gaming Group Inc. Common Stock MTR Gaming Group Inc State Route 2 South PO Box 356 Chester, WV 26034 Item 2. Identity and Background (a) Name Arbiter Partners, L.P. Isaac Brothers, LLC (b) Residence or business address Arbiter Partners, L.P. 149 Fifth Avenue, 15th Floor New York, New York 10010 Paul J. Isaac - manager Isaac Brothers, LLC 75 Prospect Avenue Larchmont, New York 10538 Paul J. Isaac - manager Daniel H. Isaac - member Frederick J. Isaac - member (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; Please see section (b) (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case; None (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment; decree or final order; and None (f) Citizenship. United States Item 3. Source and Amount of Funds or Other Consideration Purchases for Arbiter Partners, L.P., a securities investment partnership, were made with cash for partnership investment. Purchases for Isaac Brothers, LLC were made with cash for personal investment. Item 4. Purpose of Transaction The purchase of 1,922,126 common shares of MTR Gaming Group Inc by Arbiter Partners, LP from the issuer was made for long term investment. There may be further purchases of the stock from the Issuer for investment purposes. The purchase of 10,000 common shares of MTR Gaming Group Inc by Isaac Brothers, LLC from the Issuer was made for investment purposes. Item 5. Interest in Securities of the Issuer (a) State the aggregate number and percentage of the class of securities identified pursuant to Item I (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act; Arbiter Partners, L.P. holds 1,922,126 common shares of MTR Gaming Group Inc, or 7.0%. Isaac Brothers, LLC holds 10,000 common shares of MTR Gaming Group Inc, or 0.04%. (b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared; Arbiter Partners, LP, managed by Paul J. Isaac, owns 1,922,126 shares of common stock. Arbiter has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of all such 1,922,126 shares. Isaac Brothers, LLC managed by Paul J. Isaac, owns 10,000 shares of common stock. Isaac Brothers, LLC has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of all such 10,000 shares. (c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (Section 240.13d- 191 ), whichever is less, by the persons named in response to paragraph (a). Instruction. The description of a transaction required by Item 5(c) shall include, but not necessarily be limited to: (1) the identity of the person covered by Item 5( c ) who effected the transaction; (2) the date of the transaction; (3) the amount of securities involved; (4) the price per share or unit; and (5) where and how the transaction was effected. For Arbiter Partners, L.P.: 53,700 shares were purchased on December 05, 2008, at the price per share of $ 1.9621 50,500 shares were purchased on December 30, 2008, at the price per share of $ 1.6510 44,533 shares were purchased on December 31, 2008, at the price per share of $ 1.5573 5,000 shares were purchased on January 20, 2009, at the price per share of $ 1.74 100,000 shares were purchased on January 27, 2009, at the price per share of $ 1.57 93,900 shares were purchased on January 28, 2009, at the price per share of $ 1.55 (d) If any other 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required. NA (e) If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities. NA Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3( d)( I) and the note thereto. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer none Item 7. Material to Be Filed as Exhibits none 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 29, 2009 Paul J. Isaac Manager, Arbiter Partners, L.P. and Isaac Brothers, LLC -----END PRIVACY-ENHANCED MESSAGE-----