SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date earliest event reported) January 23, 2006
MTR GAMING GROUP, INC.
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(exact name of registrant as specified in its charter)
MTR GAMING GROUP, INC.
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(Name of Person Filing Statement)
Delaware 000-20508 84-1103135
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
STATE ROUTE 2 SOUTH, CHESTER, WEST VIRGINIA 26034
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(304) 387-8300
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N/A
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(Former Name or Former Address, if changed since Last Report)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
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The compensation to be provided to the four members of the Special
Committee of the Board of Directors (the "Special Committee") established to
review the previously announced management-led acquisition proposal referred to
in Item 8.01 below (the "Acquisition Proposal") made by TBR Acquisition Group,
LLC ("TBR") has been set at $1,500 per meeting of the Special Committee attended
by a member (other than the Chairman) in person or by telephone and $2,000 per
each such meeting so attended in the case of the Chairman.
Item 8.01. Other Events
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On January 26, 2006, the Registrant issued a press release announcing
that: the Special Committee had decided to reject the Acquisition Proposal,
which had offered to acquire all of the shares of the Registrant for $9.50 per
share, and had so informed TBR; the Special Committee intends to continue to
explore strategic alternatives; and on January 23, 2006 the Special Committee
had received a letter from TBR withdrawing the Acquisition Proposal effective
5:00 p.m. New York City time on January 30, 2006 unless prior to that time the
Special Committee, on behalf of the Company, satisfied certain conditions set
forth in the letter, including delivering a meaningful substantive response to
the Acquisition Proposal and granting TBR a 45 day exclusivity period. The
Special Committee does not intend to satisfy the conditions. The press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Copies of the January 23, 2006 letter from TBR and the Special Committee's
January 26, 2006 letter to TBR notifying it of the Special Committee's decision
are attached hereto as Exhibits 99.2 and 99.3, respectively.
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits:
Exhibit No. Description
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99.1 Press Release, dated January 26, 2006
99.2 Letter from TBR to the Special Committee of the
Board of Directors of the Registrant, dated
January 23, 2006
99.3 Letter from the Special Committee of the Board
of Directors of the Registrant to TBR, dated
January 26, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MTR GAMING GROUP, INC.
By: /s/ John W. Bittner, Jr.
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John W. Bittner, Jr.
Chief Financial Officer
Date: January 26, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated January 26, 2006
99.2 Letter from TBR to the Special Committee of the Board of
Directors of the Registrant, dated January 23, 2006
99.3 Letter from the Special Committee of the Board of
of Directors of the Registrant to TBR, dated January 26,
2006