SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
FLORIDA GAMING CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
340689 10 8
(CUSIP Number)
James A. Giesel
Brown, Todd & Heyburn PLLC
400 West Market Street, 32nd Floor
Louisville, Kentucky 40202
(502) 589-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 10, 1998
(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 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 this
statement. [ ]
CUSIP No. 340689 10 8 13D/A Page 2 of 4 Pages
1 NAME OF REPORTING PERSON Freedom Financial Corporation
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 35-1634756
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 Indiana
NUMBER OF 7 SOLE VOTING POWER 1,949,149(1)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 1,949,149(1)
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,949,149(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1%
14 TYPE OF REPORTING PERSON* CO
(1) This amount includes 296,669 shares of the Issuer's common stock
issuable upon the conversion of 1,000 shares of the Issuer's Series F
Convertible Preferred Stock (the "Series F Preferred Stock").
Reference is hereby made to that certain Schedule 13D dated
March 31, 1993, as amended, (the "Schedule"), filed by Freedom
Financial Corporation ("Freedom") with respect to the common
stock, par value $.10 per share ("Common Stock"), of Florida
Gaming Corporation, formerly Lexicon Corporation, a Delaware
corporation (the "Issuer"). The Schedule is hereby amended to
add the following information to the items indicated. Unless
otherwise indicated, defined terms have the same meaning as set
forth in the Schedule.
Item 1. Security and Issuer.
This statement relates to the Common Stock of the Issuer
whose principal office is located at 3500 N.W. 37th Avenue,
Miami, Florida 33142.
Item 4. Purpose of Transaction.
On December 9, 1998, Interstate Capital Corporation
("Interstate"), a wholly-owned subsidiary of Freedom, was merged
with and into Freedom, which survived the merger. Interstate
owned all of the 2,000 issued and outstanding shares of the
Series F Preferred Stock. On December 10, 1998, Freedom sold,
assigned and transferred 1,000 shares of the Series F Preferred
Stock to Roland M. and Dorothy V. Howell as consideration for the
cancellation of $1,000,000 of principal indebtedness owed by
Freedom to the Howells. Each share of Series F Preferred Stock
is immediately convertible into 296.6689 shares of the Issuer's
Common Stock.
Item 5. Interest In Securities Of The Issuer.
(a) Freedom beneficially owns 1,949,149 shares of Common
Stock representing 32.1% of the shares of outstanding Common
Stock. This amount includes 296,669 shares of Common Stock
issuable upon the conversion of the Series F Preferred Stock.
(b) Freedom has sole voting and investment power with
respect to 1,949,149 shares of Common Stock.
(c) Description of Transactions in the Class of
Reported Securities that were Effected During the Past Sixty
Days: On December 10, 1998, Freedom sold, assigned and
transferred 1,000 shares of Series F Preferred Stock to Roland M.
and Dorothy V. Howell in consideration for the cancellation of
$1,000,000 of principal indebtedness owed by Freedom to the
Howells. Each share of Series F Preferred Stock is immediately
convertible into 296.6689 shares of the Issuer's Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of
the Issuer.
On June 22, 1998, the Issuer cancelled $84,000 in face
amount (or 84 shares) of the Series F Preferred Stock owned by
Interstate at a value of $79,800 and received a cash payment of
$357,122.56 from Freedom in exchange for the cancellation of
Freedom's indebtedness to the Issuer of $436,922.56 plus
interest.
On November 20, 1998, Freedom signed a promissory note for
indebtedness owed to Roland M. and Dorothy V. Howell in the
amount of $90,000 (the "Freedom Promissory Note"). The Freedom
Promissory Note states that it is secured by a pledge of 50,000
shares of the Issuer's Common Stock owned by Freedom.
On December 10, 1998, Roland M. and Dorothy V. Howell
cancelled the promissory note from Interstate to the Howells
dated January 14, 1998 in the amount of $300,000 (the "Interstate
Promissory Note"). The Interstate Promissory Note was a portion
of the $1,000,000 of indebtedness cancelled by the Howells in
exchange for the 1,000 shares of Series F Preferred Stock as
described in this Schedule. Roland Howell is a director of the
Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 99 Promissory Note dated November 20, 1998, from
Freedom Financial Corporation to Roland M.
Howell and Dorothy V. Howell, with attached
executed irrevocable stock power.
SIGNATURES
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.
FREEDOM FINANCIAL CORPORATION
By /s/W.B. Collett
W. B. Collett
Chief Executive Officer
Date: December 17, 1998
Index to Exhibits
Exhibit
99 Promissory Note dated November 20, 1998, from Freedom
Financial Corporation to Roland M. Howell and Dorothy
V. Howell, with attached executed irrevocable stock
power.
EXHIBIT 99
PROMISSORY NOTE
$90,000.00 November 20, 1998
FOR VALUE RECEIVED, FREEDOM FINANCIAL CORPORATION ("Maker")
promises to pay to the order of ROLAND M. HOWELL AND DOROTHY V.
HOWELL, jointly, ("Payees") the principal sum of Ninety Thousand
and No/100 Dollars ($90,000.00) with interest thereon at the rate
of eleven percent (11%) from January 1, 1999 until paid in full.
The entire principal sum plus accrued interest thereon is due and
payable on thirty (30) days notice to Maker by Payee at any time
after twelve (12) months.
Maker reserves the right to prepay all or any portion of the
principal amount of this Note at any time, without premium or
penalty. All prepayments of this Note shall first be applied to
the payment of accrued interest due hereon and the remainder of
any prepayment shall be applied to reduce the principal balance
due hereon. Interest shall cease on any principal amount paid.
Interest to be paid monthly, one month in arrears.
The Maker, endorsers, sureties, guarantors and all other
persons now or hereafter liable hereon, waive presentment,
protest and notice of dishonor, and consent that the owner or
holder hereof shall have the right, without notice, to deal in
any way at any time with any party hereto, or to grant to any
party any extensions of time for payment of said indebtedness, or
any other indulgences or forbearances whatsoever without in any
way affecting the personal liability of any party hereunder, and
agree to pay a reasonable attorney's fee if this Note is placed
in the hands of any attorney for collection.
This Note is secured by a pledge of Fifty Thousand (50,000)
shares of Common Stock of Florida Gaming Corporation (the
"Shares") represented by ten certificates of five thousand shares
each, numbered as follows: 1074, 1075, 1076, 1077, 1078, 1079,
1080. 1081, 1082 and 1083.
FREEDOM FINANCIAL CORPORATION
By: /s/ W. Bennett Collett
W. Bennett Collett
Chairman of the Board and
Chief Executive Officer
IRREVOCABLE STOCK OR BOND POWER
FOR VALUE RECEIVED, the undersigned does (do) hereby sell,
assign and transfer to
ROLAND M. HOWELL AND DOROTHY V. HOWELL
IF STOCK 50,000 shares of the common stock of Florida
COMPLETE Gaming Corporation represented by
THIS PORTION Certificate(s) No(s) 1074 through 1083
inclusive, standing in the name of the books
of said Company.
The undersigned does (do) hereby irrevocably constitute and
appoint ____________ attorney to transfer the said stock, on the
books of said Company with full power of substitution in the
premises.
Dated:
11/20/98 Freedom Financial Corporation
Signature X
Name Printed W. Bennett Collett
Signature X
Name Printed
Account No.
______________________________________
Signature of Bank Officer/Broker
_______________________________________
Signature of Guaranteed Medallion Guaranteed
_______________________________________
Printed Name and Title
