SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
March 31, 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
1. Name of reporting person. . . . . . . . . Freedom
Financial
Corporation
S.S. or I.R.S. No. of
above person. . . . . . . . . . . . . . . 35-1634756
2. Check the appropriate box
if a member of a group
(see instructions). . . . . . . . . . . . (a)
(b)
3. SEC use only. . . . . . . . . . . . . . .
4. Source of funds (see instructions). . . . 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 shares beneficially
owned by each reporting person
with:
7. Sole voting power. . . . . . . . . . . . . 1,652,480(1)
8. Shared voting power. . . . . . . . . . . . 0
9. Sole dispositive power . . . . . . . . . . 1,652,480(1)
10. Shared dispositive power . . . . . . . . . 0
11. Aggregate amount beneficially
owned by each reporting person . . . . . . 1,652,480(1)
12. Check box if the aggregate amount
in Row (11) excludes certain
shares (see instructions). . . . . . . . .
13. Percent of class represented
by amount in Row (11). . . . . . . . . . . 29%
14. Type of reporting person . . . . . . . . . CO
____________
(1) Does not include any shares of Common Stock issuable upon conversion
of any shares of Series F 8% 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 as a
result of the expiration on March 31, 1998, of certain options
held by Freedom and 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 5. Interest In Securities Of The Issuer.
(a) Freedom beneficially owns 1,652,480 shares of
Common Stock representing 29% of the shares of
outstanding Common Stock. This amount does not
include any shares of Common Stock issuable upon
the conversion of any of the 2,084 shares of
Series F Preferred Stock held by Freedom, through
Interstate Capital Corporation, a wholly-owned
subsidiary of Freedom ("Interstate"); none of the
shares of Series F Preferred Stock are currently
convertible.
(b) Freedom has sole voting and investment power with
respect to 1,652,480 shares of Common Stock.
(c) On March 31, 1998, Freedom's option to acquire
905,000 shares of the Issuer's Common Stock
expired.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of
the Issuer.
On January 14, 1998, Roland Howell, a director of
the Issuer, loaned Interstate $300,000 in exchange
for a promissory note (the "Promissory Note").
The Promissory Note states that the loan is
secured by a pledge of 300 shares of Series F
Preferred Stock owned by Interstate.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 Promissory Note dated January 14, 1998, from
Interstate Capital 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: April 15, 1998
Index to Exhibits
Exhibit Page
Exhibit 99.1 Promissory Note dated January 14, 1998,
from Interstate Capital Corporation to
Roland M. Howell and Dorothy V. Howell,
with attached executed irrevocable stock
power.
EXHIBIT 99.1
PROMISSORY NOTE
$300,000 January 14, 1998
FOR VALUE RECEIVED, INTERSTATE CAPITAL CORPORATION ("Maker")
promises to pay to the order of ROLAND M. HOWELL and DOROTHY V.
HOWELL, jointly ("Payees") the principal sum of Three Hundred Thousand
and No/100 Dollars ($300,000.00) with interest thereon at the rate of
ten percent (10%) per annum. 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 six (6) 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 Three Hundred (300) shares of
Series F Preferred Stock of Florida Gaming Corporation (the "Shares").
INTERSTATE CAPITAL CORPORATION
By:/s/ W. Bennett Collett
W. Bennett Collett
Chairman of the Board and
Chief Executive Officer
<PAGE>
IRREVOCABLE STOCK OR BOND POWER
FOR VALUE RECEIVED, the undersigned does (do) hereby sell, assign
and transfer to ____________________________________________________
____________________________________________________________________
____________________________________________________________________
IF STOCK, 300 shares of the PREFERRED SERIES "F" STOCK
of Florida Gaming Corporation
COMPLETE represented by Certificate(s) No(s). 4
THIS PORTION inclusive, standing in the name of the books of said Company.
IF BONDS, _____ bonds of ________ in the principal amount of
COMPLETE $_________, No(s). ___________ inclusive, standing
THIS PORTION in the name of undersigned on the books of said Company.
The undersigned does (do) hereby irrevocably constitute and appoint
_______________ attorney to transfer the said stock or bond(s), as the
case may be, on the books of said Company with full power of
substitution in the premises.
Dated January 14, 1998
INTERSTATE CAPITAL
CORPORATION
Signature X /s/ W. Bennett Collett
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
