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SCHEDULE 13D - INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A).*
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* As amended by Releases No. 34-15457, dated January 4, 1979, effective
February 14, 979 (as corrected by Release No. 34-15457A, dated February 25,
1979) and No. 34-14384, dated November 29, 1979, effective January 5, 1980.
- Editor.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT No. 2)*
CASINO AMERICA, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
147575 10 4
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(CUSIP Number)
ALLAN B. SOLOMON
EXECUTIVE VICE PRESIDENT
2200 CORPORATE BOULEVARD, NW
BOCA RATON, FLORIDA 33431
(407) 995-6660
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
OCTOBER 16, 1996
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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 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
[ ]. ( A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies
are to be sent.
* 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 disclosures provided in a prior cover period.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities and
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.)
(Continued on following pages)
Page 1 of 4 Pages
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<CAPTION>
13D
CUSIP No. 147575 10 4 Page 2 of 4 Pages
<S> <C> <C>
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
CROWN CASINO CORPORATION, 63-0851141
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER 7. SOLE VOTING POWER
OF SHARES
BENEFICIALLY 0
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING
PERSON
WITH 0
9. SOLE DISPOSITIVE POWER
1,885,086
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,885,086
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT No. 2 TO SCHEDULE 13D OF
CROWN CASINO CORPORATION
ITEM 1. SECURITY AND ISSUER.
This filing relates to the acquisition of shares by Crown Casino
Corporation ("Crown") of the $.01 par value common stock (the "Common Stock")
of Casino America, Inc. (the "Issuer"), a Delaware corporation, whose principal
executive offices are located at 711 Washington Loop, Biloxi, Mississippi
39530.
The following items of Schedule 13D are hereby amended:
ITEM 2. PURPOSE OF TRANSACTION.
Since the filing of Amendment No. 1 to Schedule 13D by Crown, Crown
has made open market sales of the Common Stock of the Issuer, and also in
October, Crown disposed of all of the stock purchase warrants owned by it (to
purchase 833,334 shares).
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) As of October 29, 1996, Crown beneficially owns in the aggregate
1,885,086 shares of the Issuer's common stock, or approximately 8.1% of the
Issuer's outstanding Common Stock.
(b) Crown possesses sole dispositive power with respect to all of
the securities of the Issuer beneficially owned by it. Crown has granted an
irrevocable proxy to the Chairman of the Board, President and any Executive
Vice President of the Issuer to vote all 1,885,086 shares beneficially owned by
Crown. Crown does not share with any other person dispositive power with
respect to any shares of the Issuer's Common Stock.
(c) Between October 7, 1996 and October 21, 1996, Crown effected
(through a registered broker/dealer) open market sales of an aggregate of
649,700 shares of the Issuer's Common Stock at prices ranging from $6.20 to
$7.03125 per share. Also in October 1996, Crown sold a $10 million promissory
note of the Issuer, to which the warrants to purchase 833,334 shares were
attached. The warrants were transferred for no consideration.
(d) Not applicable.
(e) Not applicable.
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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.
Date: October 29, 1996 CROWN CASINO CORPORATION
By: /s/ Mark D. Slusser
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Mark D. Slusser
Vice President Finance
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