SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
FLORIDA GAMING CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
340689 10 8
(CUSIP Number)
Roland M. Howell
Plaza Venetia; Suite 22A-B
555 N.E. 15th Street
Miami, Florida 33132
(305) 371-8080
(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 6 Pages
1 NAME OF REPORTING PERSON Roland M. Howell
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF 7 SOLE VOTING POWER 10,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 494,169(1)
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 10,000
PERSON WITH
10 SHARED DISPOSITIVE POWER 494,169(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Roland Howell beneficially owns 504,169(1) shares.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14 TYPE OF REPORTING PERSON* IN
(1) 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").
* SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 340689 10 8 13D/A Page 3 of 6 Pages
1 NAME OF REPORTING PERSON Dorothy V. Howell
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF 7 SOLE VOTING POWER 145,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 494,169(1)
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 145,000
PERSON WITH
10 SHARED DISPOSITIVE POWER 494,169(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dorothy V. Howell beneficially owns 639,169(1) shares.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5%
14 TYPE OF REPORTING PERSON* IN
(1) Includes 296,669 shares of the Issuer's common stock issuable upon the
conversion of 1,000 shares of the Series F Preferred Stock.
* SEE INSTRUCTIONS BEFORE FILLING OUT
Reference is hereby made to that certain Schedule 13D dated
October 7, 1993, as previously amended, (the "Schedule"), filed
by Roland M. Howell and Dorothy V. Howell, (collectively, the
"Howells") with respect to the common stock, par value $.10 per
share (the "Common Stock") of Florida Gaming 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 3. Source and Amount of Funds or Other Consideration.
The consideration used to purchase the shares reported
in Item 5(c) below was the cancellation of $1,000,000 of
principal indebtedness owed by Freedom Financial Corporation
("Freedom") to Mr. and Mrs. Howell.
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 Series F Preferred Stock
to Mr. and Mrs. 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) The Howells beneficially own, jointly, 494,169
shares of Common Stock, which includes 296,669 shares of Common
Stock issuable upon the conversion of 1,000 shares of the Series
F Preferred Stock. Dorothy V. Howell owns, individually, 145,000
shares of Common Stock, and Roland M. Howell owns, individually,
10,000 shares of Common Stock. Roland M. Howell disclaims
beneficial ownership of the 145,000 shares of Common Stock owned
individually by Dorothy V. Howell and Dorothy V. Howell disclaims
beneficial ownership of the 10,000 shares of Common Stock owned
individually by Roland M. Howell.
(b) Roland M. Howell beneficially owns 504,169 shares
of Common Stock, which represents 8.3% of the Issuer's Common
Stock. This amount includes 296,669 shares of Common Stock
issuable upon the conversion of 1,000 shares of the Series F
Preferred Stock. Roland M. Howell has shared voting power and
shared dispositive power with respect to 494,169 shares of Common
Stock, which includes 296,669 shares of Common Stock issuable
upon the conversion of 1,000 shares of the Series F Preferred
Stock, and sole voting and dispositive powers with respect to
10,000 shares of Common Stock.
Dorothy V. Howell beneficially owns 639,169 shares
of Common Stock, which represents 10.5% of the Issuer's
outstanding Common Stock. This amount includes 296,669 shares of
Common Stock issuable upon the conversion of 1,000 shares of the
Series F Preferred Stock. Dorothy V. Howell has shared voting
power and shared dispositive power with respect to 494,169 shares
of Common Stock, which includes 296,669 shares of Common Stock
issuable upon the conversion of 1,000 shares of the Series F
Preferred Stock, and sole voting and dispositive powers with
respect to 145,000 shares of Common Stock.
(c) Description of Transactions in the Class of
Reported Securities that were Effected During the Past Sixty
Days: On November 20, 1998, Roland M. and Dorothy V. Howell
jointly purchased on the open market 2,500 shares of the Issuer's
Common Stock at a price per share of $0.50. 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 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. Roland
Howell is a director of the Issuer.
On December 10, 1998, the Howells 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.
Items 7. Material to be Filed as Exhibits.
Exhibit 99.1 Joint Acquisition Statement.
Exhibit 99.2 Promissory Note dated November 20, 1998, from
Freedom Financial Corporation to Roland M.
Howell and Dorothy V. Howell, with attached
executed irrevocable stock power.
SIGNATURE
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.
/s/ Dorothy V. Howell /s/ Roland M. Howell
Dorothy V. Howell Roland M. Howell
Date: December 17, 1998 Date: December 17, 1998
Index to Exhibits
Exhibit
99.1 Joint Acquisition Statement.
99.2 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 99.1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing
Amendment No. 6 to the statement on Schedule 13D is filed on
behalf of each of the undersigned and that all subsequent
amendments to the statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned
acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the
information concerning him or her contained therein, but shall
not be responsible for the completeness or accuracy of the
information concerning the other, except to the extent that he or
she knows or has reason to believe that such information is
inaccurate.
/s/ Roland M. Howell
Roland M. Howell
Date: December 17, 1998
/s/ Dorothy V. Howell
Dorothy V. Howell
Date: December 17, 1998
EXHIBIT 99.2
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
_______________________________________
