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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. 3)*
CROWN GROUP, INC.
(FORMERLY CROWN CASINO CORPORATION)
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
228359-10-5
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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)
JULY 1, 1998
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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 5 Pages
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CUSIP No. 228216-10-7 13D Page 2 of 5 Pages
<TABLE>
<S> <C> <C>
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1. NAME OF REPORTING PERSON
SS OR 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 PROCEEDING 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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NUMBER 7. SOLE VOTING POWER
OF SHARES
BENEFICIALLY
OWNED BY 649,540
EACH -----------------------------------------------------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON
WITH
0
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9. SOLE DISPOSITIVE POWER
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)
6.7%
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14. TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CROWN GROUP, INC.
(FORMERLY CROWN CASINO CORPORATION)
AMENDMENT NO. 3 TO SCHEDULE 13D FILED BY
EDWARD R. MCMURPHY
This filing constitutes Amendment No. 3 to the Schedule 13D filed by
Edward R. McMurphy with respect to the $.01 par value common stock of Crown
Group, Inc. (the "Company"). The following items of Schedule 13D are hereby
amended:
ITEM 1. SECURITY AND ISSUER.
Since the filing of the last amendment to this Schedule 13D, Crown
Casino Corporation changed its name to Crown Group, Inc. and its principal
executive offices are located at 4040 North MacArthur Boulevard, Suite 100,
Irving, Texas 75038.
ITEM 2. IDENTITY AND BACKGROUND.
(b) The business address of Mr. McMurphy is 4040 North MacArthur
Boulevard, Suite 100, Irving, Texas 75038.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since the filing of the last amendment 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.
ITEM 4. PURPOSE OF TRANSACTION.
Since the filing of the last amendment 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. In addition, the number of outstanding shares of common stock of
the Company has decreased due to a stock repurchase program conducted by the
Company. Therefore, Mr. McMurphy's percentage ownership in the Company has
increased. The number of outstanding shares of the Company as of July 23, 1998
was approximately 9,433,963.
Page 3 of 5
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ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Mr. McMurphy beneficially owns in the aggregate 649,540 shares
or approximately 6.7% 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 60 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.
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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: July 27, 1998 /s/ Edward R. McMurphy
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Edward R. McMurphy
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