SC 13G/A 1 mtr13g1.txt AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MTR Gaming Group, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 553769100 --------------------------------------------------- (CUSIP Number) December 31, 2007 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] 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 disclosure 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). (Continued on following pages) (Page 1 of 12 Pages) SCHEDULE 13G CUSIP NO. 553769100 PAGE 2 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) DDJ Capital Management, LLC 04-3300754 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts NUMBER OF 5 SOLE VOTING POWER SHARES 688,012 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 688,012 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 688,012 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.50% 12 TYPE OF REPORTING PERSON * IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 553769100 PAGE 3 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The October Fund, Limited Partnership 04-3504882 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF 5 SOLE VOTING POWER SHARES 25,017 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 25,017 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,017 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.09% 12 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 553769100 PAGE 4 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) October G.P., LLC 04-3504881 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES 25,017 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 25,017 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,017 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.09% 12 TYPE OF REPORTING PERSON * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 553769100 PAGE 5 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) DDJ/Ontario Credit Opportunities Fund, L.P. 98-0496623 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF 5 SOLE VOTING POWER SHARES 230,079 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 230,079 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,079 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.83% 12 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 553769100 PAGE 6 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GP DDJ/Ontario Credit Opportunities, L.P. 98-0496663 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF 5 SOLE VOTING POWER SHARES 230,079 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 230,079 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,079 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.83% 12 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 553769100 PAGE 7 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GP Credit Opportunities, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF 5 SOLE VOTING POWER SHARES 230,079 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 230,079 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,079 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.83% 12 TYPE OF REPORTING PERSON * CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 553769100 PAGE 8 OF 12 PAGES 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) David J. Breazzano 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES 10,000 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 10,000 PERSON WITH 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.04% 12 TYPE OF REPORTING PERSON * IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP NO. 553769100 PAGE 9 OF 12 PAGES Item 1(a) Name of Issuer: MTR Gaming Group, Inc. (the "Company") Item 1(b) Address of the Issuer's Principal Executive Offices: State Route 2 South, P.O. Box 358, Chester, West Virginia 26034 Item 2(a) Names of Persons Filing: DDJ Capital Management, LLC ("DDJ"), The October Fund, Limited Partnership ("October Fund"), October G.P., LLC ("October GP"), DDJ/Ontario Credit Opportunities Fund, L.P. ("DDJ/Ontario Fund"), GP DDJ/Ontario Credit Opportunities, L.P. ("GP DDJ/Ontario"), GP Credit Opportunities Ltd. ("GP Credit Opportunities"), and David J. Breazzano ("Breazzano"). Reference is made to Exhibit A to the Schedule 13G filed August 23, 2007, which is an agreement between the persons (as specified above) that this Amendment No. 1 to the Schedule 13G is being filed on behalf of each of them. Item 2(b) Address or Principal Business Office or, if None, Residence: 130 Turner Street, Building #3, Suite 600, Waltham, MA 02453. Item 2(c) Citizenship: DDJ is a Massachusetts limited liability company; October Fund is a Massachusetts limited partnership; October GP is a Delaware limited liability company; DDJ/Ontario Fund is a Bermuda limited partnership; GP DDJ/Ontario is a Bermuda limited partnership; GP Credit Opportunities is a Bermuda company; and Breazzano is an individual. Item 2(d) Title of Class of Securities: Common Stock (the "Shares") Item 2(e) CUSIP Number: 553769100 Item 3 Not Applicable. Item 4 Ownership. Item 4(a) Amount Beneficially Owned: As of the close of business on December 31, 2007, (i) October Fund may be deemed the beneficial owner of 25,071 Shares, which amount represents approximately 0.09% of the outstanding Shares of the Company, and October GP, as general partner to October Fund, may be deemed the beneficial owner of 25,071 Shares, (ii) DDJ/Ontario Fund may be deemed the beneficial owner of 230,079 Shares, which amount represents approximately 0.83% of the outstanding Shares of the Company, GP DDJ/Ontario, as general partner to DDJ/Ontario Fund, may be deemed the beneficial owner of 230,079 Shares, and GP Credit Opportunities, as general partner to GP DDJ/Ontario, may be deemed the beneficial owner of 230,079 Shares, and (iii) Breazzano, the President and a managing member of DDJ, may be deemed the beneficial owner of 10,000 Shares, which amount represents approximately 0.04% of the outstanding Shares of the Company. DDJ, as investment manager to October Fund and DDJ/Ontario Fund as well as an account managed on behalf of an institutional investor (together, the "DDJ Funds"), may be deemed the beneficial owner of 688,012 Shares held by the DDJ Funds, which amount represents approximately 2.50% of the outstanding Shares of the Company. The amount of 698,012 Shares that may be deemed beneficially owned by DDJ and Breazzano in the aggregate represents approximately 2.53% of the outstanding Shares of the Company. SCHEDULE 13G CUSIP NO. 553769100 PAGE 10 OF 12 PAGES Item 4(b) Percent of Class: See attached cover sheets. Item 4(c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See attached cover sheets. (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: See attached cover sheets. (iv) Shared power to dispose or to direct the disposition of: -0- Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6 Ownership of More than Five Percent on Behalf of Another Person. See Item 4. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8 Identification and Classification of Members of the Group. See Item 4 above. SCHEDULE 13G CUSIP NO. 553769100 PAGE 11 OF 12 PAGES Item 9 Notice of Dissolution. 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. SCHEDULE 13G CUSIP NO. 553769100 PAGE 12 OF 12 PAGES 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. Date: January 9, 2008 DDJ CAPITAL MANAGEMENT, LLC /s/ David J. Breazzano Signature David J. Breazzano, President Name/Title THE OCTOBER FUND, LIMITED PARTNERSHIP By: October G.P., LLC, its General Partner By: DDJ Capital Management, LLC, Manager /s/ David J. Breazzano Signature David J. Breazzano, President Name/Title OCTOBER G.P., LLC By: DDJ Capital Management, LLC, Manager /s/ David J. Breazzano Signature David J. Breazzano, President Name/Title DDJ/ONTARIO CREDIT OPPORTUNITIES FUND, L.P. By: DDJ Capital Management, LLC, its Investment Manager /s/ David J. Breazzano Signature David J. Breazzano, President Name/Title GP DDJ/ONTARIO CREDIT OPPORTUNITIES, L.P. By: GP Credit Opportunities, Ltd., its General Partner /s/ David J. Breazzano Signature David J. Breazzano, Director Name/Title GP CREDIT OPPORTUNITIES, LTD. /s/ David J. Breazzano Signature David J. Breazzano, Director Name/Title _/s/ David J. Breazzano ________ Signature David J. Breazzano