<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 13E-3 TRANSACTION STATEMENT
(Under Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 4
FAIR GROUNDS CORPORATION
-------------------------------------------------------------------------------
(Name of the Issuer)
Fair Grounds Corporation, Marie G. Krantz and Bryan G. Krantz
-------------------------------------------------------------------------------
(Name of Persons Filing Statement)
Common Stock, No Par Value
-------------------------------------------------------------------------------
(Title of Class of Securities)
303153100
-------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Bryan G. Krantz
President
Fair Grounds Corporation
1751 Gentilly Boulevard
New Orleans, LA 70119
(504) 944-5515
-------------------------------------------------------------------------------
(Name, Address and Telephone Numbers of Persons Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
- with copies to -
B.G. Minisman, Jr.
Berkowitz, Lefkovits, Isom & Kushner
1600 SouthTrust Tower
Birmingham, AL 35203
(205) 328-0480
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A (ss.ss. 240.14a-1 through 240.14b-2), Regulation 14C
(ss.ss. 240.14c-1 through 240.14c-101) or Rule 13e-3(c) under the Securities
Exchange Act of 1934 ("the Act").
<PAGE> 2
b. [_] The filing of a registration statement under the Securities Act
of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting
the results of the transaction: [X]
Calculation of Filing Fee
<TABLE>
<S> <C>
Transaction Value*: Amount of Filing Fee (1/50th of one percent):
$1,071,200.00 $214.24
</TABLE>
* For purposes of calculating the filing fee only. Based on $40.00 per share to
be paid for an estimated 26,780 shares in lieu of the issuance of the fractional
shares expected to be created by the Rule 13E-3 transaction.
[_] Check the box if any part of the fee is offset as provided by ss.
240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid:
------------------------------
Form or Registration No.:
------------------------------
Filing Party:
------------------------------------------
Date Filed:
-------------------------------------------
2
<PAGE> 3
INTRODUCTION
This Amendment No. 4 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 ("Statement") involves a transaction subject to Regulation 14C of
the Securities Exchange Act of 1934, as amended (the "Act"), and the information
contained in the information statement filed with the Securities and Exchange
Commission on November 2, 2000 (the "Information Statement") by Fair Grounds
Corporation (the "Company") is incorporated by reference into the Items in the
Statement. This Statement is being filed jointly by the Company, Marie G.
Krantz, Chairman of the Board and Treasurer of the Company, and Bryan G. Krantz,
President and General Manager of the Company, to report the results of a reverse
stock split proposal submitted to the shareholders of the Company.
3
<PAGE> 4
Item 15. Additional Information.
The reverse stock split proposal was approved by the requisite number
of shareholders at a special meeting of the shareholders of the Company held on
November 28, 2000. Articles of amendment to the articles of incorporation of the
Company effecting the reverse stock split were filed with the Louisiana
Secretary of State on December 15, 2000, and the reverse stock split became
effective on that date. At a meeting held December 27, 2000, the board of
directors of the Company determined that the reverse stock split was to be
effected at a ratio of one new common share for each two hundred common shares
outstanding prior to the effectiveness of the reverse stock split, resulting in
the Company having seventy-three (73) shareholders of record immediately
following the effectiveness of the reverse stock split.
4
<PAGE> 5
After due 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.
Dated: January 3, 2001 FAIR GROUNDS CORPORATION
By: /s/ Bryan G. Krantz
--------------------------------
Name: Bryan G. Krantz
---------------------------
Title: President
--------------------------
/s/ Marie G. Krantz
-----------------------------------
Marie G. Krantz
/s/ Bryan G. Krantz
-----------------------------------
Bryan G. Krantz
5
