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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. )(*)
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 MARK D. SLUSSER
EXECUTIVE VICE PRESIDENT CHIEF FINANCIAL OFFICER
2200 CORPORATE BOULEVARD, NW 4040 NORTH MACARTHUR BOULEVARD
SUITE 310 SUITE 100
BOCA RATON, FLORIDA 33431 IRVING, TEXAS 75038
(407) 995-6660 (214) 717-3423
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
MAY 3, 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
[X]. ( 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 6 Pages
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ITEM 1. SECURITY AND ISSUER.
This filing relates to the acquisition of shares 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.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Crown Casino Corporation ("Crown"), a
Texas corporation, which is in the gaming business. Crown's principal business
offices are located at 4040 North MacArthur Boulevard, Suite 100, Irving, Texas
75038.
(1) Edward R. McMurphy, a citizen of the United States, is
Chairman of the Board, President and Chief Executive Officer
and a significant shareholder of Crown. His business address
is the same as that of the principal offices of Crown.
(2) Tilman J. Falgout, III, a citizen of the United States, is
Executive Vice President and General Counsel, a director and a
significant shareholder of Crown through a corporate entity.
His business address is the same as that of the principal
offices of Crown.
(3) Mark D. Slusser, a citizen of the United States, is Vice
President Finance, Chief Financial Officer and Secretary of
Crown. His business address is the same as that of the
principal offices of Crown.
(4) Edward J. Preuss, Jr., a citizen of the United States, is Vice
President - Project Development of Crown. His business
address is the same as that of the principal offices of Crown.
(5) John David Simmons, a citizen of the United States, is
President of Condomart, Inc. (marketing consulting firm) and
is a director and a shareholder of Crown. His residence
address is 2656 Foothills Drive, Birmingham, Alabama 35226.
(6) David J. Douglas, a citizen of the United States, is Managing
Director of Triple S Corporation (investment banking firm) and
is a director and a shareholder of Crown. His business
address is 5949 Sherry Lane, Suite 1465, Dallas, Texas 75225.
(7) Gerald L. Adams, a citizen of the United States, is an
entrepreneur in the shipping, trucking and real estate
industries and is a director and a significant shareholder of
Crown. His business address is 1225 East 9th Street,
Lockport, Illinois 60441.
(8) Gerard M. Jacobs, a citizen of the United States, is the owner
and President of Environmental Waste Funding Corporation
(landfill development and finance company) and is a director
and a shareholder of Crown. His residence address is 7600
Augusta Street, River Forest, Illinois 60305.
Page 3 of 6
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CUSIP No. 147575 10 SCHEDULE 13D Page 2 of 6 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
CROWN CASINO CORPORATION, 63-0851141
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(2) Check the Appropriate Box if a Member of a Group(*) (a) [ ]
N/A (b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS(*)
00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
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(6) Citizenship or Place of Organization
TEXAS
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(7) Sole Voting Power
Number of 0
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 2,683,334
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,683,334
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares(*) [ ]
N/A
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(13) Percent of Class Represented by Amount in Row (11)
12.8%
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(14) Type of Reporting Person(*)
CO
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(*)SEE INSTRUCTIONS BEFORE FILLING OUT!
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(9) Robert J. Kehl, a citizen of the United
States, is an entrepreneur in the riverboat
construction, gaming, riverboat touring and
restaurant industries. He is a director of
Crown and his family is a significant
shareholder of Crown through a corporate
entity. His residence address is 8259 Turtle
Creek Circle, Las Vegas, Nevada 89113.
None of the foregoing persons has been convicted in a criminal
proceeding during the last five years nor has any such person during the last
five years been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS FOR OTHER CONSIDERATION.
All of the securities which are the subject of this filing were
acquired by Crown in connection with the sale by Crown of initially a 50%
interest in its Louisiana riverboat casino located in Calcasieu Parish,
Louisiana, and, subsequently, the sale of the remaining 50% interest in such
project to the Issuer. As a result of the closing of the sale of the remaining
50% interest, Crown received 1,850,000 shares of the Issuer's common stock and
now owns warrants to purchase an aggregate of 833,334 shares of the Issuer's
common stock.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition is described in Item 3 above. Crown
holds the Issuer's shares for investment purposes only.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Crown beneficially owns in the aggregate 2,683,334 shares of
the Issuer's common stock, which includes 833,334 shares subject to outstanding
warrants.
(b) Crown possesses sole dispositive power with respect to all of
the securities of the Issuer beneficially owned by it. Crown has granted a
proxy to the Chairman of the Board, President and any Executive Vice President
of the Issuer to vote the 2,683,334 shares beneficially owned by Crown. Crown
does not share with any other person dispositive power with respect to any
shares of common stock.
(c) See Item 3.
(d) Not applicable.
(e) Not applicable.
Page 4 of 6
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The warrants to purchase shares of the Issuer's common stock are
subject to the condition that the warrants may only be exercised by converting
a portion of two promissory notes issued by Louisiana Riverboat Gaming
Partnership, an affiliate of the Issuer, in favor of Crown, in an aggregate
amount of $20,000,000. See also Item 5(b).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is incorporated by reference from Registration
Statement on Form S-1, Registration No. 33-79484, Post Effective Amendment No.
10, Exhibit 10.17:
Stock Purchase Agreement dated January 18, 1996 by and between the
Registrant and Casino America, Inc., including form of Registration
Agreement, Promissory Notes and Warrants issued in favor of the
Registrant to purchase common stock of Casino America, Inc.
Page 5 of 6
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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: May 9, 1996 CROWN CASINO CORPORATION
By: /s/ Mark D. Slusser
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Mark D. Slusser
Vice President Finance
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