Page 1 of 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment ___________)*
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
-----------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-----------------------------------------------------------
(Title of Class of Securities)
656863 10 7
-----------------------------------------------------------
(CUSIP Number)
Ronald D. Blaylock, 5810 E. Skelly Drive, Suite 1800, Tulsa, Oklahoma 74135
With a copy to: Mike Parsons, Esq., Glast, Phillips & Murray, P.C.
13355 Noel Road, 2200 One Galleria Tower, Dallas, Texas 74240
------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 10, 1996
---------------------------------------------------------
(Date of Event which Requires Filing of this Settlement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the statement. [X] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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>
SCHEDULE 13D
CUSIP No. 656863 10 7 Page 2 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
International Tours, Inc. ID #73-1320523
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
Number of 7 SOLE VOTING POWER
Shares 12,934,106
Beneficially
Owned by 8 SHARED VOTING POWER
Each
Reporting 9 SOLE DISPOSITIVE POWER
Person 12,934,106
With
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,934,106
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 656863 10 7 Page 3 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.T. Financial Corporation ID# 48-0769428
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
Number of 7 SOLE VOTING POWER
Shares 192,326
Beneficially
Owned by 8 SHARED VOTING POWER
Each 12,934,106
Reporting
Person 9 SOLE DISPOSITIVE POWER
With 192,326
10 SHARED DISPOSITIVE POWER
12,934,106
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,126,432
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 656863 10 7 Page 4 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hawes Partners ID# Applied For
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
Number of 7 SOLE VOTING POWER
Shares
Beneficially
Owned by 8 SHARED VOTING POWER
Each 13,126,432
Reporting
Person 9 SOLE DISPOSITIVE POWER
With
10 SHARED DISPOSITIVE POWER
13,126,432
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,126,432
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 656863 10 7 Page 5 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edwin Hugh Hawes II ID# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of 7 SOLE VOTING POWER
Shares 2,334
Beneficially
Owned by 8 SHARED VOTING POWER
Each 13,126,432
Reporting
Person 9 SOLE DISPOSITIVE POWER
With 2,334
10 SHARED DISPOSITIVE POWER
13,126,432
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,128,766
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 656863 10 7 Page 6 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. Keith Weber ID# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of 7 SOLE VOTING POWER
Shares 93,729
Beneficially
Owned by 8 SHARED VOTING POWER
Each 13,126,432
Reporting
Person 9 SOLE DISPOSITIVE POWER
With 93,729
10 SHARED DISPOSITIVE POWER
13,126,432
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,220,161
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 656863 10 7 Page 7 of 14 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald D. Blaylock ID# ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of 7 SOLE VOTING POWER
Shares 5,834
Beneficially
Owned by 8 SHARED VOTING POWER
Each 13,126,432
Reporting
Person 9 SOLE DISPOSITIVE POWER
With 5,834
10 SHARED DISPOSITIVE POWER
13,126,432
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,132,266
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Page 8 of 14
ITEM 1. SECURITY AND ISSUER.
Common stock, par value $.01 per share (the "Common Stock"), of North
American Gaming and Entertainment Corporation (the "Issuer"), 777 East
15th Street, Plano, Texas 75074.
ITEM 2. IDENTIFY AND BACKGROUND.
(a) The names of the persons filing this statement are:
(i) International Tours, Inc., an Oklahoma corporation
("International Tours");
(ii) I.T. Financial Corporation, an Oklahoma corporation ("ITFC");
(iii) Hawes Partners, an Oklahoma general partnership ("Partners");
(iv) Edwin Hugh Hawes II ("Hawes");
(v) A. Keith Weber ("Weber"); and
(vi) Ronald D. Blaylock ("Blaylock")
(b) The principal business address of the entities, and the residence
address of the natural persons, listed in (a), above, are as follows:
(i) International Tours - 5810 E. Skelly Drive, Suite 1800
Tulsa, Oklahoma 74135
(ii) ITFC - 5810 E. Skelly Drive, Suite 1800
Tulsa, Oklahoma 74135
(iii) Partners - 5810 E. Skelly Drive, Suite 1800
Tulsa, Oklahoma 74135
(iv) Hawes - Shangri-La Vista Tower
Route 3
Afton, Oklahoma 74331
(v) Weber - 2411 W. 59th Street
Mission Hills, Kansas 66208
(vi) Blaylock - 7638 S. Kingston Place
Tulsa, Oklahoma 74136
(c) The principal business of the entities, and the principal occupation
of the natural persons, listed in (a), above, are as follows:
(i) International Tours - services a network of independently owned
travel agencies.
(ii) ITFC - is involved in the travel agency business through its
ownership of International Tours and other subsidiaries.
(iii)Partners - is involved in the travel agency business through its
ownership of stock in International Tours and ITFC.
(iv) Hawes - the principal occupation of Hawes is Chairman of the
Board of International Tours.
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(v) Weber - the principal occupation of Weber is Chairman of the
Board of Midland Properties, Inc., a real estate development and
management company whose principal office address is 2001 Shawnee
Mission Parkway, Shawnee Mission, Kansas 66205.
(vi) Blaylock - the principal occupation of Blaylock is President of
International Tours and President of two former subsidiaries of
International Tours acquired by the Issuer on June 10, 1996,
GalaxSea Cruises and Tours, Inc. and IT Cruise, Inc. Currently,
the principal office of each of these subsidiaries is the same as
for International Tours.
(d) None of the persons filing this report identified in subparagraph (a),
above, has, during the past five years, been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors).
(e) None of the persons filing this report identified in subparagraph (a),
above, has, during the past five years, been 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.
(f) Each of International Tours and ITFC is an Oklahoma corporation;
Partners is an Oklahoma general partnership; and each of Hawes, Weber
and Blaylock are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS, OR OTHER CONSIDERATION.
On June 10, 1996, the Issuer acquired 100% of the issued and outstanding
capital stock of GalaxSea Cruises and Tours, Inc. ("GalaxSea") and IT Cruise,
Inc. ("IT Cruise") from International Tours (the "Acquisition"). Both
corporations had previously been wholly-owned subsidiaries of International
Tours. In connection with the Acquisition, the Issuer issued to International
Tours 4,934,106 shares of Common Stock and 8,000,000 shares of Series B
Convertible Preferred Stock ("Series B Preferred Stock"). The 8,000,000 shares
of Series B Preferred Stock are entitled to one vote for each share issued and
they vote together with the Common Stock as one class, and not as a separate
class, and are convertible into 8,000,000 shares of Common Stock. As a result of
the Acquisition, International Tours owns approximately 44% of the voting stock
(Common Stock and Series B Preferred Stock combined as one class) of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock and Series B Preferred Stock acquired pursuant
to the Acquisition were acquired for investment purposes. International Tours
intends to review its investment in the Issuer on a continuing basis and will
take such actions as its deems appropriate
<PAGE>
Page 10 of 14
to preserve and enhance the value of its investment. Depending on International
Tours' evaluation of a variety of factors and future developments, including,
without limitation, the Issuer's business and prospects, market prices of the
Common Stock, availability and alternative uses of funds, as well as general and
economic conditions, International Tours and the reporting persons reserve the
right to acquire additional shares of Common Stock, to dispose of some or all of
their shares of Common Stock or Series B Preferred Stock or to formulate other
purposes, plans or proposals regarding the Issuer to the extent deemed advisable
by them. The Issuer has the right to call for conversion its 1,300,000
outstanding shares of Class A Preferred Stock, which is convertible into
8,240,000 shares of Common Stock, and in the event of any such call and
conversion, International Tours, as part of the Acquisition, has anti-dilution
protection and will, upon the issuance of such shares of Common Stock to the
former holders of Class A Preferred Stock, be entitled to an additional
5,452,854 shares of Common Stock without further consideration, in order to
maintain its percentage ownership of voting stock at 44%. Except as set forth
above, neither International Tours nor the other reporting persons have any
present plans or proposals which relate to or would result in any matter of the
type described in clauses (a) - (j) of Item 4 of Schedule 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) International Tours owns of record and beneficially the 4,934,106
shares of Common Stock and 8,000,000 shares of Series B Preferred Stock issued
by the Issuer in connection with the Acquisition. For purposes of this Schedule
13D, the Series B Preferred Stock is treated the same as Common Stock and is
deemed to be outstanding Common Stock for purposes of computing percentages and
other information provided herein. ITFC beneficially owns approximately 49.38%
of the outstanding shares of International Tours and Partners beneficially owns
approximately 48.14% of the outstanding shares of International Tours. Moreover,
Partners beneficially owns approximately 65% of the outstanding shares of ITFC.
Each of Hawes, Weber and Blaylock own one-third of Partners. Consequently, the
12,934,106 shares of Common Stock and Series B Preferred Stock owned of record
and beneficially by International Tours may also be deemed to be beneficially
owned by each of ITFC, Partners, Hawes, Weber and Blaylock.
In addition to the 12,934,106 shares of Common Stock and Series B Preferred
Stock owned of record by International Tours and which may be deemed to be
beneficially owned by ITFC, ITFC owns of record and beneficially 192,326 shares
of Common Stock, resulting in total beneficial ownership of 13,126,432 shares of
the Issuer. These shares may be deemed to be beneficially owned by each of
Partners, Hawes, Weber and Blaylock.
Partners does not directly own any shares of the Issuer.
In addition to the 13,126,432 shares of Common Stock and Series B Preferred
Stock which may be deemed to be beneficially owned by Hawes through his
one-third partner interest in Partners, Hawes owns of record and beneficially
2,334 shares of Common Stock.
<PAGE>
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In addition to the 13,126,432 shares of Common Stock and Series B Preferred
Stock which may be deemed to be beneficially owned by Weber through his
one-third partner interest in Partners, Weber owns of record and beneficially
93,729 shares of Common Stock.
In addition to the 13,126,432 shares of Common Stock and Series B Preferred
Stock which may be deemed to be beneficially owned by Blaylock through his
one-third partner interest in Partners, Blaylock owns of record and beneficially
5,834 shares of Common Stock.
(b) International Tours may be regarded as having the sole power to vote or
to direct the vote of, or to dispose or to direct the disposition of, the shares
of Common Stock and Series B Preferred Stock reported in Item 5(a), above, as
owned by International Tours.
ITFC may be regarded as having the shared power to vote or to direct the
vote of, or to dispose or to direct the disposition of, the shares of Common
Stock and Series B Preferred Stock owned of record by International Tours
reported in Item 5(a), above, and may be regarded as having the sole power to
vote or to direct the vote of, or to dispose or to direct the disposition of,
the shares of Common Stock owned of record by it reported in Item 5(a), above.
Partners may be regarded as having the shared power to vote or to direct
the vote of, or to dispose or to direct the disposition of, the shares of Common
Stock and Series B Preferred Stock owned of record by International Tours and
ITFC reported in Item 5(a), above.
Hawes may be regarded as having the shared power to vote or to direct the
vote of, or to dispose or to direct the disposition of, the shares of Common
Stock and Series B Preferred Stock owned of record by International Tours and
ITFC reported in Item 5(a), above, and may be regarded as having the sole power
to vote or to direct the vote of, or to dispose or to direct the disposition of,
the shares of Common Stock owned of record by him reported in Item 5(a), above.
Weber may be regarded as having the shared power to vote or to direct the
vote of, or to dispose or to direct the disposition of, the shares of Common
Stock and Series B Preferred Stock owned of record by International Tours and
ITFC reported in Item 5(a), above, and may be regarded as having the sole power
to vote or to direct the vote of, or to dispose or to direct the disposition of,
the shares of Common Stock owned of record by him reported in Item 5(a), above.
Blaylock may be regarded as having the shared power to vote or to direct
the vote of, or to dispose or to direct the disposition of, the shares of Common
Stock and Series B Preferred Stock owned of record by International Tours and
ITFC reported in Item 5(a), above, and may be regarded as having the sole power
to vote or to direct the vote of, or to dispose or to direct the disposition of,
the shares of Common Stock owned of record by him reported in Item 5(a) above.
(c) There have been no transactions by the reporting persons in the Common
Stock or Series B Preferred Stock during the past 60 days except for the
Acquisition.
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(d) No 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, any
securities of the Issuer beneficially owned by the reporting persons as
described herein.
(e) Not applicable.
ITEM 6. CONTRACTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
Except as set forth in this Schedule 13D, none of the filing persons are
aware of any contracts, arrangements, understandings or relationships (legal or
otherwise) among themselves or between any of such persons and any other person
with respect to any securities of the Issuer, including but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, put or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement among the filing persons.
<PAGE>
Page 13 of 14
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: June 19, 1996 INTERNATIONAL TOURS, INC.
By: /s/ Ronald D. Blaylock
Ronald D. Blaylock, President
Dated: June 19, 1996 IT FINANCIAL CORPORATION
By: /s/ Ronald D. Blaylock
Ronald D. Blaylock, President
Dated: June 19, 1996 HAWES PARTNERS
By: /s/ Ronald D. Blaylock
Ronald D. Blaylock, General Partner
By: /s/ Edwin Hugh Hawes, II
Edwin Hugh Hawes, II,
General Partner
By: /s/ A. Keith Weber
A. Keith Weber, General Partner
Dated: June 19, 1996 /s/ Edwin Hugh Hawes, II
Edwin Hugh Hawes, Individually
Dated: June 19, 1996 /s/ A. Keith Weber
A. Keith Weber, Individually
Dated: June 19, 1996 /s/ Ronald D. Blaylock
Ronald D. Blaylock, Individually
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f), the undersigned hereby execute this Joint Filing
Agreement with respect to filing of a Schedule 13D with respect to North
American Gaming and Entertainment Corporation, and declare that such statement
is filed on behalf of each of the undersigned.
Dated: June 19, 1996 INTERNATIONAL TOURS, INC.
By: /s/ Ronald D. Blaylock
Ronald D. Blaylock, President
Dated: June 19, 1996 IT FINANCIAL CORPORATION
By: /s/ Ronald D. Blaylock
Ronald D. Blaylock, President
Dated: June 19, 1996 HAWES PARTNERS
By: /s/ Ronald D. Blaylock
Ronald D. Blaylock,
General Partner
By: /s/ Edwin Hugh Hawes, II
Edwin Hugh Hawes, II,
General Partner
By: /s/ A. Keith Weber
A. Keith Weber, General Partner
Dated: June 19, 1996 /s/ Edwin Hugh Hawes, II
Edwin Hugh Hawes, Individually
Dated: June 19, 1996 /s/ A. Keith Weber
A. Keith Weber, Individually
Dated: June 19, 1996 /s/ Ronald D. Blaylock
Ronald D. Blaylock, Individually
<PAGE>
