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Arbiter Partners LP · SC 13D · MTR Gaming Group Inc · On 3/5/08

Filed On 3/5/08, 2:42pm ET   ·   Accession Number 1156950-8-5   ·   SEC File 5-50735

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer

 3/05/08  Arbiter Partners LP               SC 13D                 1:13K  MTR Gaming Group Inc

General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Mtr Gaming Group 13D                                   8±    28K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 1. Security and Issuer
"Item 2. Identity and Background
"Item 3. Source and Amount of Funds or Other Consideration
"Item 4. Purpose of Transaction
"Item 5. Interest in Securities of the Issuer
"Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"Item 7. Material to Be Filed as Exhibits


SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.) (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) March 05, 2008 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 1,521,493 8. Shared Voting Power NA 9. Sole Dispositive power 1,521,493 10. Shared Dispositive Power NA 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,521,493 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) 5.5% 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 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 1,521,493 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 1,521,493 common shares of MTR Gaming Group Inc, or 5.5%. 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 1,521,493 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 1,521,493 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.: 20,200 shares were purchased on January 09, 2008, at the price per share of $5.9795 700 shares were purchased on January 09, 2008, at the price per share of $5.93 13,300 shares were purchased on January 10, 2008, at the price per share of $5.8315 10,500 shares were purchased on January 11, 2008, at the price per share of $5.7070 5,000 shares were purchased on January 15, 2008, at the price per share of $5.3136 6,100 shares were purchased on January 16, 2008, at the price per share of $5.5234 29,700 shares were purchased on January 17, 2008, at the price per share of $5.5239 186,900 shares were purchased on January 18, 2008, at the price per share of $5.4045 88,600 shares were purchased on January 22, 2008, at the price per share of $5.0825 50,000 shares were purchased on February 13, 2008, at the price per share of $6.39 135,337 shares were purchased on February 26, 2008, at the price per share of $6.24 1,113 shares were purchased on February 27, 2008, at the price per share of $6.12 20,000 shares were purchased on February 28, 2008, at the price per share of $6.0295 2,427 shares were purchased on March 03, 2008, at the price per share of $5.5409 403 shares were purchased on March 04, 2008, at the price per share of $5.5931 via Goldman Sachs Execution Clearing/SLK. (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. March 05, 2007 Paul J. Isaac Manager, Arbiter Partners, L.P. and Isaac Brothers, LLC

Dates Referenced Herein   and   Documents Incorporated By Reference

This SC 13D Filing   Date   Other Filings
3/5/07
1/9/08SC 13G/A
1/10/08
1/11/088-K
1/15/088-K
1/16/088-K
1/17/08
1/18/08
1/22/08
2/13/0813F-HR
2/26/08
2/27/08
2/28/08
3/3/08
3/4/08
Filed On / Filed As Of3/5/08
 
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Filing Submission 0001156950-08-000005   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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