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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, 1979 (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. 4)*
CROWN GROUP, INC.
(FORMERLY CROWN CASINO CORPORATION)
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
228216-10-7
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(CUSIP Number)
TERRY FERRARO SCHWARTZ, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
1230 PEACHTREE STREET, N.E.
SUITE 3100
ATLANTA, GEORGIA 30309-3592
404-815-3731
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOT APPLICABLE
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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(e), (f) or (g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 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 page.
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 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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CUSIP NO. 228216-10-7 13D PAGE 2 OF 6 PAGES
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(1) NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
EDWARD R. MCMURPHY
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF AND OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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(7) SOLE VOTING POWER
NUMBER OF 649,540
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 649,540
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
649,540
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CROWN GROUP, INC.
(FORMERLY CROWN CASINO CORPORATION)
AMENDMENT NO. 4 TO SCHEDULE 13D FILED BY
EDWARD R. MCMURPHY
This filing constitutes Amendment No. 4 to the Schedule 13D filed by
Edward R. McMurphy, the purpose of which is to restate the Schedule 13D pursuant
to Rule 13d-2(e) with respect to the $.01 par value common stock of Crown Group,
Inc. (the "Company"), the latest amendment to which was filed on August 3, 1998.
The following items of Schedule 13D are hereby amended and restated:
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the $0.01 par value common stock (the
"Common Stock") of Crown Group, Inc., 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 Edward R. McMurphy, whose principal
business address is 4040 North MacArthur Boulevard, Suite 100, Irving, Texas
75038. Mr. McMurphy has served as President of the Company since July 1984, as
Chief Executive Officer of the Company since January 1988 and as Chairman of the
Board since September 1993. Mr. McMurphy has been a director of the Company
since its inception in 1983.
Mr. McMurphy 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. McMurphy is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since the filing of Amendment No. 2 to this Schedule 13D, Mr. McMurphy
has purchased common stock of the Company in connection with the exercise of
certain stock options. Mr. McMurphy either paid cash from his personal funds in
payment of the exercise price or surrendered shares of common stock previously
owned by him in payment of the exercise price.
Page 3 of 6
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ITEM 4. PURPOSE OF TRANSACTION.
Since the filing of Amendment No. 2 to this Schedule 13D, Mr. McMurphy
has made certain dispositions of the common stock of the Company, has exercised
certain stock options held by him, and has been granted additional stock
options. As a result of the foregoing transactions and as a result of a change
in the number of outstanding shares, Mr. McMurphy's percentage ownership in the
Company has increased. The number of outstanding shares of the Company as of
August 21, 1998 was approximately 10,118,231.
Mr. McMurphy holds all Company shares owned by him for investment
purposes. However, as Chairman of the Board and Chief Executive Officer of the
Company, Mr. McMurphy does exercise significant influence over the management
and operations of the Company.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Mr. McMurphy beneficially owns in the aggregate 649,540 shares or
approximately 6.2% of the outstanding shares of the Company,
including 275,000 shares subject to presently exercisable (or
exercisable within the next sixty days) stock options held by Mr.
McMurphy.
(b) Mr. McMurphy possesses sole voting and investment powers with
respect to all shares beneficially owned by him.
(c) Mr. McMurphy reported the following transactions during the past
sixty days.
(i) On June 10, 1998, Mr. McMurphy exercised stock options
to purchase 25,000 shares at an exercise price of $1.5469 per
share, and surrendered on the same date 8,305 shares of common
stock in payment of the exercise price of such options.
(ii) On June 22, 1998, Mr. McMurphy gifted 10,000 shares of
common stock owned by him.
(iii) On July 1, 1998, Mr. McMurphy was granted an option to
purchase 25,000 shares of common stock at an exercise price of
$3.5625 per share.
(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 ISSUER.
Currently there are no contracts, arrangements, understandings or
relationships between Mr. McMurphy and any other person with respect to any
securities of the Company beneficially owned by him that would require
disclosure pursuant to this item.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
There are no exhibits with this Schedule 13D.
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.
/s/ Edward R. McMurphy
Date: August 27, 1998 ------------------------------------
Edward R. McMurphy
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