<PAGE> 1
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).*
- ----------
* 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. )*
CROWN CASINO CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of Class of Securities)
228216 10 7
-----------
(CUSIP Number)
HELEN T. FERRARO
SMITH, GAMBRELL & RUSSELL, LLP
3343 PEACHTREE ROAD, NE
SUITE 1800
ATLANTA, GEORGIA 30326
(404) 264-2620
----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
OCTOBER 31, 1996
-------------------------------------------------------
(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 5 Pages
<PAGE> 2
CUSIP No. 228216 10 7 13D Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
GERALD L. ADAMS
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
UNITED STATES
NUMBER 7. SOLE VOTING POWER
OF SHARES
BENEFICIALLY 555,000
OWNED BY
EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
555,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,000
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)
5.3%
14. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Item 1. Security and Issuer.
This Schedule 13D relates to the $.01 par value Common Stock of
Crown Casino Corporation (the "Issuer"), whose principal executive offices are
located at 4040 North MacArthur Boulevard, Suite 100, Irving, Texas 75038.
Item 2. Identity and Background.
This Schedule 13D is filed by Gerald L. Adams, whose principal
business address is 1225 East 9th Street, Lockport, Illinois 60441. Mr. Adams
currently owns and operates several companies, including TriRiver Dock, Inc.
(stevedoring), Clover Ridge Estates, Inc. (residential construction), Barge
Terminal Trucking, Inc. (trucking), and Adams Enterprises, Inc. (trucking and
crane services), the principal business addresses of which are the same as the
address of Mr. Adams. Mr. Adams is a director of the Issuer (since October
1993).
Mr. Adams has not been convicted in a criminal proceeding during
the last five years nor has he, during the last five years, been a party to a
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.
Mr. Adams is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Adams acquired his initial ownership of securities of the
Issuer in June 1993, as previously reported on an earlier Schedule 13D filed in
1993. Due to significant increases in the Issuer's outstanding securities and a
decrease in the securities owned by Mr. Adams during 1995, Mr. Adams's
percentage ownership of the outstanding securities of the Issuer dropped below
5% as of April 30, 1995. The Issuer has a stock repurchase program in place as a
result of which the number of outstanding shares of Common Stock of the Issuer
decreased during 1996, and as of October 31, 1996 (the end of the Issuer's
second fiscal quarter), the Issuer's stock repurchases caused Mr. Adams's
beneficial ownership to increase over 5% as of such date. Therefore, Mr. Adams
is required to file a new Schedule 13D to report that he beneficially owns more
than 5% of the outstanding securities of the Issuer.
Item 4. Purpose of Transaction.
See Item 3 above. Mr. Adams holds the Issuer's securities for
investment purposes only.
Page 3 of 5
<PAGE> 4
Item 5. Interest in Securities of the Issuer.
(a) As of October 31, 1996, Mr. Adams beneficially owned
555,000 of Common Stock of the Issuer, or 5.3% of the outstanding Common Stock
of the Issuer, including 5,000 shares subject to stock options held by Mr.
Adams.
(b) Mr. Adams possesses sole voting and dispositive power with
respect to all 555,000 shares of Common Stock of the Issuer reported herein. Mr.
Adams does not share with any other person voting or dispositive power with
respect to any shares of such Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings, or
relationships between Mr. Adams and any other person with respect to any
securities of the Issuer.
Item 7. Exhibits.
There are no exhibits filed with this Schedule 13D.
Page 4 of 5
<PAGE> 5
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: August 25, 1997 /s/ Gerald L. Adams
---------------------------
Gerald L. Adams
Page 5 of 5