UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
NOBLE ROMAN'S, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
655107100
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13G
CUSIP No. 655107100
1 Names of Reporting Persons or
S.S. or I.R.S. Identification Nos. of Above Person
Hamilton Medaris Corp.
2 Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Indiana
NUMBER OF 5 Sole Voting Power
SHARES
BENEFICIALLY 500,000
OWNED BY
EACH 6 Shared Voting Power
REPORTING
PERSON WITH 0
7 Sole Dispositive Power
500,000
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
11 Percent of Class Represented by Amount in Row (9)
9.0%
12 Type of Reporting Person
CO
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SCHEDULE 13G
Item 1 (a) Name of Issuer:
Noble Roman's, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
One Virginia Ave., Suite 800
Indianapolis, Indiana 46204
Item 2 (a) Name of Person Filing:
Hamilton Medaris Corp.
Item 2 (b) Address of Principal Business Office, or if none, Residence:
9001 E. 133rd Place
Fishers, Indiana 46032
Item 2 (c) Citizenship:
Indiana
Item 2 (d) Title of Class of Securities:
Common Stock, no par value (the "Common Stock")
Item 2 (e) CUSIP Number:
655107100
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c):
A. [ ] Broker or Dealer registered under Section 15 of the Act
B. [ ] Bank as defined in section 3(a)(6) of the Act
C. [ ] Insurance Company as defined in section 3(a)(19) of the Act
D. [ ] Investment company registered under section 8 of the
Investment Company Act
E. [ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(1)(ii)(E)
F. [ ] An Employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F)
G. [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(ii)(G)
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H. [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act
I. [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)
J. [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
If this statement is filed pursuant to ss.240.13d-1(c), check this box. [X]
Item 4 Ownership:
Item 4(a) Amount Beneficially Owned: 500,000 shares of Common Stock
Item 4(b) Percent of Class:9.0% (calculation based on certification
by executive officer of Issuer of number of shares
outstanding as of February 8, 1999)
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 500,000
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 500,000
(iv) shared power to dispose or to direct the disposition of: 0
This statement is being filed by Hamilton Medaris Corp. to report the
acquisition of beneficial ownership of 500,000 shares of Common Stock
pursuant to a Subscription Agreement effective as of December 31, 1998.
Item 5 Ownership of Five Percent or less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
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Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
Dated: February 10, 1999
HAMILTON MEDARIS CORP.
By: /s/ Henrietta C. Herron
Henrietta C. Herron, President
