SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
FORM 10-Q
on Form 10-Q/A
ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003 | |
or | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NO.: 0-20508
MTR GAMING GROUP, INC.
(exact name of registrant as specified in its charter)
| DELAWARE (State or other jurisdiction of incorporation) | 84-1103135 (IRS Employer Identification Number) |
STATE ROUTE 2 SOUTH, P.O. BOX 358, CHESTER, WEST VIRGINIA 26034
(Address of principal executive offices)
(304) 387-8300
(Registrant's telephone number, including area code)
Indicate by check mark whether the Company: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 /x/ No / /
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
COMMON STOCK, $.00001 PAR VALUE
Class
27,798,935
Outstanding at August 11, 2003
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
| EXHIBIT NO. | ITEM TITLE | |
|---|---|---|
| 3.1 | Restated Certificate of Incorporation for Winner's Entertainment, Inc. dated August 17, 1993 (incorporated by reference to the Company's Form 10-K for the fiscal year ended December 31, 1993) | |
3.2 | Amended By Laws (incorporated by reference to the Company's report on Form 8-K filed February 20, 1998) | |
3.3 | Certificate of Amendment of Restated Certificate of Incorporation of Winner's Entertainment, Inc. dated October 10, 1996 (incorporated by reference to the Company's report on Form 8-K filed November 1, 1996) | |
4.1 | Excerpt from Common Stock Certificates (incorporated by reference to the Company's report on Form 10-K filed March 30, 2001) | |
4.2 | Indenture dated March 25, 2003 entered into by the Company, the Guarantors (as defined in the Indenture) and Wells Fargo Bank Minnesota, National Association, as Trustee [exhibits and annexes omitted] (incorporated by reference to the Company's report on Form 10-K filed March 31, 2003) | |
4.3 | Supplemental Indenture dated as of July 31, 2003 by and between Scioto Downs, Inc., as Additional Guarantor, and Wells Fargo Bank Minnesota, N.A., as Trustee (incorporated by reference to Exhibit 4.3 of the Company's registration statement on Form S-4 (Amendment No. 1), filed August 6, 2003 (Registration No. 333-105528)) | |
10.9 | Settlement Agreement dated as of June 26, 2003 entered by and among PENN NATIONAL GAMING, INC., THE DOWNS RACING, INC., PENN NATIONAL RACECOURSE, MOUNTAINVIEW THOROUGHBRED RACING ASSOCIATION, PENNSYLVANIA NATIONAL TURF CLUB, INC., and MTR GAMING GROUP, INC. and PRESQUE ISLE DOWNS, INC. (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003) | |
10.10 | Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated as of August 8, 2003, by and between Scioto Downs, Inc. as mortgagor and debtor and Wells Fargo Bank, National Association, as Agent Bank (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003) | |
10.11 | Assignment of Entitlements, Contracts, Rents and Revenues, dated as of August 8, 2003, by and between Scioto Downs, Inc. as mortgagor and debtor and Wells Fargo Bank, National Association, as Agent Bank (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003) | |
10.12 | Assumption and Consent Agreement, dated as of August 8, 2003, by and between Scioto Downs, Inc. and Wells Fargo Bank, National Association, as Agent Bank (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003) | |
10.13 | Security Agreement and Pledge of Stock, dated as of August 8, 2003 by and between MTR Gaming Group, Inc. as the debtor and Wells Fargo Bank, National Association as Agent Bank (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003) | |
31.1 | Amended Certification of Edson R. Arneault pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
31.2 | Amended Certification of John W. Bittner, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
32.1 | Certification of Edson R. Arneault pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
32.2 | Certification of John W. Bittner, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
The Company filed the following reports on Form 8-K during the three months ended June 30, 2003.
On May 7, 2003, the Company filed a current report on Form 8-K under Items 5 and 9 thereof (i) reporting that it had entered an Amendment No. 2 to its Merger Agreement with Scioto Downs, Inc. and a Management Agreement; and (ii) furnishing information provided under "Item 12. Results of Operations and Financial Condition" in accordance with SEC Releases Nos. 33-8216 and 34-47583.
On June 30, 2003, the Company filed a current report on Form 8-K under Items 5 and 7(c) thereof attaching as an exhibit a June 27, 2003 press release concerning the status of the Company's planned racetrack for Erie, Pennsylvania.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 11, 2003 | MTR GAMING GROUP, INC. | |
| By: | ||
| /s/ EDSON R. ARNEAULT Edson R. Arneault CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER | ||
| EXHIBIT NO. | ITEM TITLE | |
|---|---|---|
| 3.1 | Restated Certificate of Incorporation for Winner's Entertainment, Inc. dated August 17, 1993 (incorporated by reference to the Company's Form 10-K for the fiscal year ended December 31, 1993) | |
3.2 | Amended By Laws (incorporated by reference to the Company's report on Form 8-K filed February 20, 1998) | |
3.3 | Certificate of Amendment of Restated Certificate of Incorporation of Winner's Entertainment, Inc. dated October 10, 1996 (incorporated by reference to the Company's report on Form 8-K filed November 1, 1996) | |
4.1 | Excerpt from Common Stock Certificates (incorporated by reference to the Company's report on Form 10-K filed March 30, 2001) | |
4.2 | Indenture dated March 25, 2003 entered into by the Company, the Guarantors (as defined in the Indenture) and Wells Fargo Bank Minnesota, National Association, as Trustee [exhibits and annexes omitted] (incorporated by reference to the Company's report on Form 10-K filed March 31, 2003) | |
4.3 | Supplemental Indenture dated as of July 31, 2003 by and between Scioto Downs, Inc., as Additional Guarantor, and Wells Fargo Bank Minnesota, N.A., as Trustee (incorporated by reference to Exhibit 4.3 of the Company's registration statement on Form S-4 (Amendment No. 1), filed August 6, 2003 (Registration No. 333-105528)) | |
10.9 | Settlement Agreement dated as of June 26, 2003 entered by and among PENN NATIONAL GAMING, INC., THE DOWNS RACING, INC., PENN NATIONAL RACECOURSE, MOUNTAINVIEW THOROUGHBRED RACING ASSOCIATION, PENNSYLVANIA NATIONAL TURF CLUB, INC., and MTR GAMING GROUP, INC. and PRESQUE ISLE DOWNS, INC. (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003) | |
10.10 | Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated as of August 8, 2003, by and between Scioto Downs, Inc. as mortgagor and debtor and Wells Fargo Bank, National Association, as Agent Bank (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003) | |
10.11 | Assignment of Entitlements, Contracts, Rents and Revenues, dated as of August 8, 2003, by and between Scioto Downs, Inc. as mortgagor and debtor and Wells Fargo Bank, National Association, as Agent Bank (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003) | |
10.12 | Assumption and Consent Agreement, dated as of August 8, 2003, by and between Scioto Downs, Inc. and Wells Fargo Bank, National Association, as Agent Bank (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003) | |
10.13 | Security Agreement and Pledge of Stock, dated as of August 8, 2003 by and between MTR Gaming Group, Inc. as the debtor and Wells Fargo Bank, National Association as Agent Bank (incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2003 filed on August 14, 2003) | |
31.1 | Amended Certification of Edson R. Arneault pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
31.2 | Amended Certification of John W. Bittner, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
32.1 | Certification of Edson R. Arneault pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) | |
32.2 | Certification of John W. Bittner, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
