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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Amendment No. 9)
Under the Securities Exchange Act of 1934
Florida Gaming Corporation
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(Name of Issuer)
Common Stock Par Value $.10 Per Share
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(Title of Class of Securities)
340689108
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(CUSIP No.)
Phillip E. Allen
Attorney at Law
12910 Shelbyville Road
Suite 130
Louisville, Kentucky 40243
(502)254-1213
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Various
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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 the subject of this Statement and is filing this
Statement because of Rule 13d-1 (b)(3) or (4), check the following box: ( )
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CUSIP NO. 13D
340689108
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1. NAME OF REPORTING PERSON
Freedom Financial Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
35-1634756
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
W C
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (D) OR 2 (E)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
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Number of 7. SOLE VOTING POWER
Shares 1,972,049
Beneficially 8. SHARED VOTING POWER
Owned By
Each 9. SOLE DISPOSITIVE POWER
Reporting 1,972,049
Person 10. SHARED DISPOSITIVE POWER
With
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Freedom Financial Corporation beneficially owns 1,972,049 shares
of Common Stock of Florida Gaming Corporation
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1%
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14. TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
Item 1 is amended in its entirety to read as follows:
This Schedule 13D relates to the Common Stock, $.10 Par Value per
share, of Florida Gaming Corporation (the "Issuer"). The Issuer is a Delaware
corporation with principal offices situated at 3500 N.W. 37th Avenue, Miami,
Florida 33142. The Issuer's Telephone Number is (305) 633-6400.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended to add the following at the end thereof:
This Schedule 13D is filed by Freedom Financial Corporation
("Freedom").
Freedom is an Indiana corporation. Its business address is 2669
Charlestown Road, New Albany, Indiana 47150. Freedom's principle business is
investments.
Freedom Holding, Inc., a Delaware corporation ("Holding") with
principal offices at 2669 Charlestown Road, New Albany, Indiana 47150, owns 95%
of the voting shares of Freedom. Holding's principal business is serving as a
holding company for Freedom.
The voting shares of Holding are owned 74.33% by W. Bennett Collett,
15.87% by W.B. Collett, Jr., and 9.8% by the Robert L. Hurd Family Partnership
of which Robert L. Hurd is the sole general partner.
During the last five years neither Freedom nor Holding nor any
executive officer or director of Freedom or Holding has been convicted of any
criminal proceeding, excluding traffic violations or similar misdemeanors, and
neither Freedom or Holding nor any executive officer or director of Freedom or
Holding was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in or subjected him 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.
The directors and executive officers of Freedom and Holding, together
with their addresses and principal occupations, are set forth below.
<TABLE>
<CAPTION>
Name and Address Principal Occupation
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<S> <C>
W. Bennett Collett Chairman and CEO of Issuer,
3500 N.W. 37th Ave Freedom and Holding
Miami, Florida 33142
W. B. Collett, Jr. Executive V.P., Secretary & Director
3500 N.W. 37th Ave Issuer, Freedom and Holding
Miami, Florida 33142
</TABLE>
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<TABLE>
<CAPTION>
Name and Address Principal Occupation
---------------- ----------------------
<S> <C>
Robert L. Hurd President and Director of Issuer,
#7 Partridge Run Freedom and Holding
Warren, New Jersey 07060
</TABLE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
Item 3 is amended to add the following at the end thereof:
On November 23, 1999, Freedom purchased 1,100 shares of the Issuer's
common stock for $9.09 cash per share for an aggregate of $10,000. Freedom paid
the $10,000 purchase price out of its working capital.
On January 28, 2000, Freedom finalized the purchase of 21,800 shares of
the Issuer's common stock for $9.00 per share for an aggregate of $196,200.
Freedom paid the purchase price out of its working capital. The shares were
acquired by Freedom under an installment purchase contract dated February 1,
1999, which provided for the shares to be held in escrow and not transferred to
Freedom until all installment payments were made.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to add the following at the end thereof:
Freedom acquired the shares described in Item 3 above to increase its
ownership of shares of the Issuer's common stock.
Freedom may purchase additional shares of the Issuer's common stock
from time to time at varying prices in the open market, in privately negotiated
transactions and/or in other transactions.
Freedom may request the Issuer's Board of Directors to create an audit
committee and may request the Issuer to increase the size of its Board of
Directors for the purpose of electing additional independent directors who could
be appointed to serve on the Issuer's audit committee.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to add the following at the end thereof:
(a) The Issuer has 6,066,816 shares of common stock issued and
outstanding of which 1,972,049 shares (30.1%) are owned beneficially by Freedom.
These shares include 1,675,380 shares either owned of record by Freedom or held
in street name for Freedom and 296,669 shares into which 1,000 shares of the
Issuer's Series F Preferred Stock owned beneficially by Freedom are convertible.
(b) Freedom shares the power to vote and to dispose of the 1,972,049
shares of the Issuer's common stock with Holding, which owns 95% of the voting
shares of Freedom, and with W. Bennett Collett, who owns 74.33% of the voting
shares of Holding.
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W. Bennett Collett has an option to purchase 460,000 shares of the
Issuer's common stock. In addition Mr. Collett, in his capacity as Chairman of
the Board and Chief Executive Officer of the Issuer, holds a proxy to vote
703,297 shares (11.6%) of the Issuer's common stock owned by BOK DPC Asset
Holding Corporation ("DPC"), a subsidiary of the Bank of Oklahoma. The Issuer's
wholly-owned subsidiary, Florida Gaming Centers, Inc., owns pari-mutuel licenses
and Florida law prohibits any person from owning more than 5% of the Issuer's
common stock unless the Florida Department of Business and Professional
Regulation (the "Department") approves such ownership. As a condition to DPC
acquiring the shares without the Department's approval, the Department required
DPC to escrow the shares and to grant an irrevocable proxy to the Chairman of
the Board and Chief Executive Officer of the Issuer to vote the shares until
such time as DPC either disposes of the shares that are in excess of 5% of the
Issuer's shares or obtains the approval of the Department to own more than 5% of
the Issuer's shares.
The filing of this statement shall not be construed as an admission
that Freedom, Holding, W. Bennett Collett, or Florida Gaming Centers, Inc. is
the beneficial owner of any securities covered by this statement.
(c) Neither Freedom, Holding or W. Bennett Collett have effected any
transactions in the Issuer's common stock within the past sixty (60) days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
Not Amended.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Amended.
SIGNATURE
Freedom Financial Corporation
By:
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W. Bennett Collett
Chairman of the Board
and Chief Executive Officer
Date: July 10, 2000
