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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
WHG RESORTS & CASINOS INC.
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(Name of Issuer)
Voting Common Stock, par value $0.01 per share
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(Title of Class of Securities)
92924B 10 5
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(CUSIP Number)
Louis J. Nicastro
c/o WHG RESORTS & CASINOS INC.
6063 East Isla Verde Avenue
Carolina, Puerto Rico 00979
Telephone: (787) 791-2222
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*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 the disclosures provided in a prior cover page.
The information required in 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 1 of 5 Pages)
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CUSIP NO. 92924B 10 5 PAGE 2 OF 5 PAGES
1. Name Of Reporting Person
S.S. or I.R.S. Identification No. Of Above Person
Louis J. Nicastro
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2. Check The Appropriate Box If A Member Of A Group*
(a) [ ]
Not Applicable (b) [ ]
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3. SEC Use Only
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4. Source of Funds* PF
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5. Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Item 2(d) or 2(e) [ ]
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6. Citizenship Or Place Of Organization
United States of America
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
1,651,158
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8. Shared Voting Power
-0-
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9. Sole Dispositive Power
484,491
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10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,651,158
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12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares*
[ ]
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13. Percent Of Class Represented By Amount In Row (11)
21.4%
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14. Type Of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 92924B 10 5 PAGE 3 OF 5 PAGES
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on
Schedule 13D relates is the voting common stock, par value $0.01 per
share (the "Common Stock"), of WHG Resorts & Casinos Inc., a Delaware
corporation (the "Company"), with its principal executive offices
located at 6063 East Isla Verde Avenue, Carolina, Puerto Rico 00979.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is being filed by Mr. Louis J.
Nicastro. Mr. Nicastro's present principal occupation is as Chairman of
the Board of Directors and Chief Executive Officer of the Company. His
business address is at WHG Resorts & Casinos Inc., 6063 East Isla Verde
Avenue, Carolina, Puerto Rico 00979.
During the last five years, Mr. Louis J. Nicastro has not been
(a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) 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.
Mr. Louis J. Nicastro is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Louis J. Nicastro paid the purchase price for the
Preferred Stock (as defined in Section 4 below) with personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Louis J. Nicastro and the Company entered into a certain
Put Option and Call Option Agreement dated as of April 21, 1997 (the
"Agreement"). The Agreement provided that at any time prior to December
31, 1999, the Company had the right to require Mr. Nicastro to purchase
300,000 shares of Series B Convertible Preferred Stock, par value $.01
per share (the "Preferred Stock"), for an aggregate purchase price of
$3,000,000. Mr. Nicastro also had the right, under certain
circumstances, to purchase such 300,000 shares of Preferred Stock for
an aggregate purchase price of $3,300,000.
On July 23, 1997, the Company exercised its right under the
Agreement to require Mr. Nicastro to purchase the 300,000 shares of
Preferred Stock. The purchase of the Preferred Stock by Mr. Nicastro
was consummated on July 31,
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CUSIP NO. 92924B 10 5 PAGE 4 OF 5 PAGES
1997. The Preferred Stock is convertible into 333,333 shares of the
Company's Common Stock at $9.00 per share based upon the aggregate
liquidation value of the Preferred Stock of $3,000,000.
Mr. Nicastro may, at any time and from time to time, purchase
additional shares of Common Stock or convert the Preferred Stock into
shares of Common Stock or may dispose of any and all shares of Common
Stock or Preferred Stock held by him. Notwithstanding the foregoing,
Mr. Nicastro has no current plan or proposal which relates to, or would
result in, any of the actions enumerated in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
During the past 60 days the only transaction Mr. Louis J.
Nicastro participated in with respect to the Common Stock was his
acquisition of 300,000 shares of Preferred Stock on July 31, 1997 by
reason of the exercise of the Put Option by the Company on July 23,
1997. As discussed in more detail below, under the Rules and Regulation
promulgated by the Commission, Mr. Nicastro is deemed to be the
beneficial owner of the equivalent of 1,651,158 shares of Common Stock
for voting purposes and 484,491 shares of Common Stock for dispositive
purposes.
The 300,000 shares of Preferred Stock entitle Mr. Nicastro to
five votes per share which represents the voting power of the
equivalent of 1,500,000 shares of Common Stock. In addition, Mr.
Nicastro holds a currently exercisable stock option to purchase 150,000
shares of Common Stock and owns directly 1,158 shares of Common Stock.
Accordingly, Mr. Nicastro is deemed the beneficial owner of 1,651,158
shares, or approximately 21.4% of the issued and outstanding shares of
Common Stock of the Company (based upon 7,700,200 shares of Common
Stock deemed outstanding, consisting of the 6,050,200 shares of Common
Stock issued and outstanding on June 30, 1997, 150,000 shares of Common
Stock issuable upon the exercise of Mr. Nicastro's stock options and
the 1,500,000 votes represented by the Preferred Stock). Mr. Nicastro
has sole voting power with respect to such 1,651,158 shares.
Mr. Nicastro has sole dispositive power with respect to
484,491 shares of Common Stock consisting of the 1,158 shares of Common
Stock owned directly by him, the 150,000 shares of Common Stock
issuable pursuant to currently exercisable stock options and 333,333
shares of Common Stock issuable upon conversion of the Preferred Stock
(such number of shares of Common Stock determined by dividing the sum
of the aggregate liquidation value of the Preferred Stock of $3,000,000
by the conversion price of $9.00).
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CUSIP NO. 92924B 10 5 PAGE 5 OF 5 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As stated above, Mr. Nicastro and the Company are parties to
the Agreement. For a discussion with respect to the Agreement, see the
response to Item 4 above.
Additionally, the Company and Mr. Nicastro have entered into a
Registration Rights Agreement dated as of April 21, 1997 pursuant to
which, among other things, the Company has agreed to register, under
certain circumstances, under the Securities Act of 1933, as amended,
the Common Stock issuable upon conversion of the Preferred Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.
August 1, 1997
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(Date)
/s/ Louis J. Nicastro
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(Signature)
Louis J. Nicastro
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(Name)
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