<PAGE>
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
ON
FORM 10-K/A
------------------
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES ACT OF 1934
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1997
COMMISSION FILE NO. 0-20508
-----------------------
MTR GAMING GROUP, INC.
(exact name of Company as specified in its charter)
DELAWARE IRS NO. 84-1103135
(State of Incorporation) (IRS Employer Identification)
STATE ROUTE 2, SOUTH, P.O. BOX 356, CHESTER, WEST VIRGINIA 26034
(Address of principal executive offices)
(304) 387-5712
(Company's telephone number, including area code)
-----------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of each Class: COMMON STOCK $.00001 PAR VALUE
Name of each exchange on which registered: NASDAQ STOCK MARKET
------------------------
Indicate by check mark whether the Company (1) has filed reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes / / No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K of Section 299.405 of this chapter) is not contained
herein, and will not be contained, to the best of Company's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K / /
The aggregate market value of the Company's common stock held by
non-affiliates (all persons other than executive officers or directors) of the
Company on March 20, 1998 (based on the closing sale price per share on the
NASDAQ Stock Market on that date) was $49,970,319.
The Company's common stock outstanding at March 20, 1998 was
20,021,049 shares.
- -------------------------------------------------------------------------------
<PAGE>
ITEM 12. STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 20, 1998, the ownership of the
Company's Common Stock by persons owning more than 5% of such stock, and the
ownership of such stock by the executive officers named in the summary
compensation table, the directors individually and the officers and directors
as a group. As of March 20, 1998 there were 20,021,049 shares of Common Stock
outstanding. All such shares were owned both beneficially and of record,
except as otherwise noted.
<TABLE>
<CAPTION>
Amount and Nature
Of Beneficial Percentage of
Name and Address Ownership Class
- ---------------- --------- -----
<S> <C> <C>
Edson R. Arneault(1) 3,275,567 15.10%
MTR Gaming Group, Inc.
State Route 2 South
P.O. Box 356
Chester, WV 26034
Robert L. Ruben(2) 338,228 1.66%
Ruben & Aronson, LLP
3299 K Street, N.W.
Suite 403
Washington, DC 20007
Robert A. Blatt(3) 667,684 3.29%
The CRC Group
Larchmont Plaza
1890 Palmer Avenue,
Suite 303
Larchmont, NY 10538
James V. Stanton (4) 0 0
Stanton & Associates
1310 19th Street, N.W.
Washington, D.C. 20036
William D. Fugazy, Jr. (4) 14,000 0.07%
140 East 45th Street, Suite 4000
New York, New York 10017
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature
Of Beneficial Percentage of
Name and Address Ownership Class
- ---------------- --------- -----
<S> <C> <C>
Bennett Management and 1,530,000 7.64%
Development Corp.(5)
2 Clinton Square
Syracuse, NY 13202
Madeleine LLC(6) 2,884,302 12.82%
450 Park Avenue
New York, NY 10022
Donald G. Saunders(7) 1,587,665 7.72%
900 East Desert Inn Road
Suite 521
Las Vegas, NV 89109
Total Officers and Directors as a Group 4,295,479 19.29%
( 5 persons)(8)
</TABLE>
(1) Includes 1,605,818 shares and options to acquire beneficial ownership of
1,669,749 shares within 60 days held by Mr. Arneault or his affiliates.
Does not include options to purchase 300,000 shares granted to Mr.
Arneault in January 1998 under the Company's 1998 Stock Incentive Plan
(the "1998 Plan") which was approved by the Company's Board of Directors
in January 1998. The 1998 Plan and all options granted under that plan
are subject to shareholder approval.
(2) Includes 38,228 shares and options to acquire beneficial ownership of
300,000 shares within 60 days held by Mr. Ruben. Does not include options
to purchase 200,000 shares granted to Mr. Ruben in January 1998 under the
1998 Plan. The 1998 Plan and all options granted under that plan are
subject to shareholder approval.
(3) Includes 392,684 shares and options to acquire beneficial ownership of
275,000 shares exercisable within 60 days held by Mr. Blatt. Does not
include options to purchase 200,000 shares granted to Mr. Blatt in January
1998 under the 1998 Plan. The 1998 Plan and all options granted under
that plan are subject to shareholder approval.
(4) For each year of service on the Company's Board of Directors, Mr.
Stanton and Mr. Fugazy will each receive options to purchase 25,000
shares of common stock of the Company. Such options will be exercisable
for a term of five years from the date of grant. For the first year of
service, the grant date was February 18, 1998. The options will vest
and be deemed earned in tranches of 6,250 for each quarterly board
meeting, audit committee meeting, or annual or special meeting of
shareholders attended in person (for up to four meetings in any calendar
year). Any options that have not vested at the end of each calendar
year will be
2
<PAGE>
deemed cancelled. The options are subject to shareholder approval and the
Company has agreed to submit to its shareholders for ratification the
options granted at the next annual meeting of shareholders.
(5) Includes 780,000 shares for which voting rights have been assigned to the
Board to satisfy licensing requirements of the Lottery Commission.
(6) Includes 412,428 shares and options to acquire beneficial ownership of
2,471,874 shares within 60 days held by Madeleine LLC; provided, however,
that pursuant to an agreement with the Company, Madeleine LLC may not
exercise its warrant to the extent such exercise would result in its
ownership of 5% or more of the then issued and outstanding shares of
common stock of the Company without the prior approval of the West
Virginia State Lottery Commission.
(7) Includes 1,051,816 shares and options to acquire beneficial ownership of
515,849 shares within 60 days.
(8) Includes Messrs. Arneault, Blatt, Ruben, Stanton and Fugazy.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has caused this Amendment of Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
MTR GAMING GROUP, INC.
By: /s/ Edson R. Arneault
-----------------------------------
Edson R. Arneault, Chairman, President,
Chief Financial Officer and Chief Executive
Officer
Date: May 22, 1998.
4
