CROWN CASINO CORP
10-K/A, 1996-10-16
MISCELLANEOUS AMUSEMENT & RECREATION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                   FORM 10-K/A

                               Amendment No. 1 to

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

    For the fiscal year ended:                           Commission file number:
           April 30, 1996                                        0-14939


                            CROWN CASINO CORPORATION
             (Exact name of registrant as specified in its charter)


          Texas                                          63-0851141
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization) 

                4040 N. MacArthur Blvd., Suite 100, Irving, Texas
                     (Address of principal executive office)

                                      75038
                                   (Zip Code)

                                 (972) 717-3423
              (Registrant's telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:  None

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock,  par
value $.01 par share

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

Based on the  average of the closing  bid and asked  prices of the  Registrant's
common  stock on August 8, 1996 the  aggregate  market value of the voting stock
held by non-affiliates (all persons other than executive officers, directors and
holder's  of 5% or more of the  Registrant's  common  stock)  of the  Registrant
(8,830,486 shares) was $20,420,499.

As of August 8, 1996 there were  11,450,759  shares of the  Registrant's  common
stock outstanding.


Documents Incorporated by Reference:

Portions of the  Registrant's  Annual Report to Stockholders  for the year ended
April 30, 1996 are  incorporated  by reference into Part II of this report,  and
portions of the  Registrant's  definitive Proxy Statement for its Annual Meeting
of Stockholders  to be held in 1996 are  incorporated by reference into Part III
of this report,  with the exception of information  regarding executive officers
required  under Item 10 of Part III,  which  information  is included in Part I,
Item 1.


<PAGE>



The following items of Form 10-K are hereby amended: Part I, Item 1. Business


                                     Part I

Item 1. Business

Executive Officers

The executive officers of the Company are as follows:

Name                              Age      Position with the Company
- ----                              ---      -------------------------

Edward R. McMurphy................45       Chairman of the Board,
                                           President and Chief Executive Officer

Tilman J. Falgout, III............47       Executive Vice President,
                                           General Counsel and Director

Mark D. Slusser...................38       Chief Financial Officer,
                                            Vice President Finance and Secretary

Edward R.  McMurphy,  has served as President of the Company since July 1984 and
as Chief  Executive  Officer  since  January 1988. He has been a director of the
Company since its inception in April 1983.  Prior to and during his  involvement
with the Company, Mr. McMurphy served as President of Marion Properties, Inc., a
real estate investment and development company, from 1979 to 1986.

Tilman J.  Falgout,  III, has served as  Executive  Vice  President  and General
Counsel of the Company  since March 1995 and as a director of the Company  since
September  1992.  From 1978 through June 1995,  Mr. Falgout was a partner in the
law firm of Stumpf & Falgout, Houston, Texas.

Mark D.  Slusser,  has served as Chief  Financial  Officer of the Company  since
October  1989 and as  Secretary  since April 1990.  From 1981 until  joining the
Company,  Mr.  Slusser was employed by Ernst & Young LLP,  where he held various
positions in the Audit  Department  including  Senior Manager.  Mr. Slusser is a
Certified Public Accountant.




<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                                      CROWN CASINO CORPORATION



                                                      Dated: October 16, 1996

                                                      By:    /s/ Mark D. Slusser
                                                      Mark D. Slusser
                                                      Chief Financial Officer




<PAGE>




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