SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 3*)
MTR GAMING GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.00001 per share
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(Title of Class of Securities)
974902108
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2500
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
September 8, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 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 Section 240.13d-7(b) 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).
<PAGE>
Cusip No. 974902108
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 1,881,735*
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Shares Beneficially 8) Shared Voting Power:
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Owned by
Each Reporting 9) Sole Dispositive Power: 1,881,735*
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Person With: 10) Shared Dispositive Power:
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,881,735*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 7.9%*
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14) Type of Reporting Person (See Instructions): IA
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*Madeleine LLC, a limited liability company organized under the laws of Delaware
("Madeleine"), is the record holder of all securities of MTR Gaming Group, Inc.
(the "Company") beneficially owned by the various private investment funds
described below which are managed, directly or indirectly, by Stephen Feinberg.
Long Horizons Fund, L.P., a limited partnership organized under the laws of
Delaware ("Horizons"), is the beneficial owner of 45,942 shares of the common
stock, par value, $.00001 per share (the "Common Stock") of the Company; Long
Horizons Overseas, Ltd., a corporation organized under the laws of the Bahamas
("Overseas"), is the beneficial owner of 45,107 shares of Common Stock; Styx
Partners, L.P., a limited partnership organized under the laws of Delaware
("Styx"), is the beneficial owner of 29,557 shares of Common Stock; and Styx
International, Ltd., a corporation organized under the laws of the Bahamas
("International"), is the beneficial owner of 3,316 shares of Common Stock.
Stephen Feinberg possesses sole power to vote and direct the disposition of all
securities of the Company held or owned by each of Madeleine, Horizons,
Overseas, Styx and International. Also, Horizons, Overseas, Styx and
International are the beneficial owners of warrants (the "Warrants") to purchase
from the Company up to 673,916, 645,056, 393,010, and 45,831 shares of Common
Stock, respectively, and Stephen Feinberg possesses sole voting and investment
control over the Warrants and, if exercised, the shares of Common Stock
underlying such Warrants. Thus, for purposes of Reg. ss.240.13d-3, Stephen
Feinberg is deemed to beneficially 1,881,735 shares of Common Stock of the
Company, or 7.9% of those issued and outstanding.
<PAGE>
Item 5. Interest in Securities of the Issuer.
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Based upon information set forth on the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2000, as of August 10, 2000,
there were issued and outstanding 21,982,460 shares of Common Stock. Madeleine
is the record holder of all securities of the Company beneficially owned by the
various private investment funds described below. As of September 8, 2000, (i)
Horizons was the beneficial owner of 45,942 shares of Common Stock; (ii)
Overseas was the beneficial owner of 45,107 shares of Common Stock; (iii) Styx
was the beneficial owner of 29,557 shares of Common Stock and (iv) International
was the beneficial owner of 3,316 shares of Common Stock. In addition, Horizons,
Overseas, Styx and International are the beneficial owners of warrants issued by
the Company (the "Warrants") for 673,916, 645,056, 393,010 and 45,831 shares of
Common Stock, respectively. Stephen Feinberg possesses sole power to vote and
direct the disposition of all securities of the Company owned by each of
Madeleine, Horizons, Overseas, Styx and International. Thus, for the purposes of
Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own 1,881,735
shares of Common Stock, or 7.9% of those deemed issued and outstanding.
Since the filing of the Schedule 13D Amendment No. 2 by Stephen
Feinberg as of August 18, 2000, the only transactions in securities of the
Company by Mr. Feinberg, or any person or entity controlled by him or any person
or entity for which he possesses voting or investment control over the
securities thereof, were as follows (each of which were effected in ordinary
brokerage transactions):
I. Long Horizons Fund, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
August 23, 2000 18,500 $7.25
August 24, 2000 3,700 $7.25
August 25, 2000 12,600 $7.19
August 29, 2000 16,600 $7.16
August 31, 2000 11,000 $7.95
September 7, 2000 15,200 $8.57
September 8, 2000 8,100 $8.51
<PAGE>
II. Long Horizons Overseas, Ltd.
Date Quantity Price
(Purchases)
NONE
(Sales)
August 21, 2000 11,000 $7.19
August 23, 2000 18,200 $7.25
August 24, 2000 3,600 $7.25
August 25, 2000 12,400 $7.19
August 29, 2000 16,400 $7.16
August 31, 2000 11,000 $7.94
September 7, 2000 14,900 $8.57
September 8, 2000 8,000 $8.51
III. Styx Partners, L.P.
Date Quantity Price
(Purchases)
NONE
(Sales)
August 21, 2000 13,500 $7.19
August 23, 2000 11,900 $7.25
August 24, 2000 2,400 $7.25
August 25, 2000 8,100 $7.19
August 29, 2000 10,700 $7.16
August 31, 2000 7,000 $7.94
September 7, 2000 9,800 $8.57
September 8, 2000 5,300 $8.51
<PAGE>
IV. Styx International, Ltd.
Date Quantity Price
(Purchases)
NONE
(Sales)
August 21, 2000 2,000 $7.19
August 23, 2000 1,400 $7.25
August 24, 2000 300 $7.25
August 25, 2000 900 $7.19
August 29, 2000 1,300 $7.16
August 31, 2000 1,000 $7.94
September 7, 2000 1,100 $8.57
September 8, 2000 600 $8.51
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
September 18, 2000
/s/ Stephen Feinberg
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Stephen Feinberg, as Investment
Manager of Madeleine LLC, Long
Horizons, Fund L.P., Long Horizons
Overseas Fund, Ltd., Styx Partners,
L.P. and Styx International, Ltd.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
