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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, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO 2)*
CROWN GROUP, INC.
(FORMERLY CROWN CASINO CORPORATION)
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
-----------------------------
(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
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST, 1999
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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 6 Pages
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CUSIP NO. 228359-10-5 13D PAGE 2 OF 6 PAGES
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
10 WESTPARK CORPORATION
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
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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 PROCEEDING [ ]
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
N/A
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7. SOLE VOTING POWER
NUMBER OF 400,000
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 400,000
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO 228359-10-5 13D PAGE 3 OF 6 PAGES
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15. NAMES OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
TILMAN J. FALGOUT, III
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16. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
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17. SEC USE ONLY
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18. SOURCE OF FUNDS*
OO
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19. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING [ ]
IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
N/A
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20. CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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21. SOLE VOTING POWER
NUMBER OF 659,000
SHARES --------------------------------------------------------
BENEFICIALLY 22. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING 23. SOLE DISPOSITIVE POWER
PERSON WITH 659,000
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24. SHARED DISPOSITIVE POWER
0
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25. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
659,000
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26. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
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27. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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28. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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AMENDMENT NO 2 TO SCHEDULE 13D OF
CROWN GROUP, INC.
This filing constitutes Amendment No. 2 to the Schedule 13D filed by 10
Westpark Corporation and Tilman J. Falgout, III, 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since the filing of Amendment No. 1 to this Schedule 13D, Mr. Falgout
has been granted additional stock options to purchase the common stock of the
Company, which has caused his beneficial ownership to increase.
ITEM 4. PURPOSE OF TRANSACTION.
Since the filing of Amendment No. 1 to this Schedule 13D, Mr. Falgout
has been granted additional stock options to purchase shares of the common stock
of the Company. As a result of the option grants and a change in the number of
outstanding shares, Mr. Falgout's percentage ownership in the Company has
increased. The number of outstanding shares of the Company as of September 21,
1999 was approximately 9,711,296.
The shares acquired by 10 Westpark Corporation and Mr. Falgout have
been acquired for investment purposes only. Neither of the reporting persons has
any plan or proposal which relates to or would result in any of the actions
enumerated in Item 4 of Schedule 13D. However, Mr. Falgout is an executive
officer and a director of the Company and as such, Mr. Falgout does exercise
influence over the management and operations of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) 10 Westpark Corporation beneficially owns 400,000 shares of
Common Stock of the Issuer, or 4.1% of the outstanding
shares of Common Stock of the Company. Mr. Falgout
beneficially owns 659,000 shares of Common Stock of the
Issuer, or 6.6% of the outstanding shares, including 242,500
shares subject to presently exercisable stock options.
(b) 10 Westpark Corporation has sole voting and investment powers
with respect to the 400,000 shares owned by it; however, Mr.
Falgout, as President of 10 Westpark Corporation, exercises
voting and investment powers on behalf of such corporation.
Mr. Falgout has sole voting and investment with respect to an
aggregate of 659,000 shares.
(c) Mr. Falgout reported the following transactions since the most
recent filing on Schedule 13D:
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(i) On December 30, 1998, Mr. Falgout was granted stock
options to purchase 125,000 shares of common stock at
an exercise price of $5.50 per share, 20% of which
vested immediately and 80% of which vests in equal
increments over four years from the date of grant.
(d) Not applicable.
(e) 10 Westpark Corporation ceased to be the beneficial owner of
more than 5% of the outstanding shares of common stock of the
Company more than one year ago, and is therefore no longer
required to report on this Schedule.
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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.
10 WESTPARK CORPORATION
Date: September 22, 1999 By: /s/ Tilman J. Falgout, III
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Tilman J. Falgout, III
President
Date: September 22, 1999 /s/ Tilman J. Falgout, III
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Tilman J. Falgout, III
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