CUSIP No. 51827W103 Page 1 of 18 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
LATIN AMERICAN CASINOS, INC.
(Name of Issuer)
Common Stock, $.00067 par value
(Title of Class of Securities)
51827W103
(CUSIP Number)
Mr. David Matteson
Augustine Capital Management, LLC
141 W. Jackson
Suite 2182
Chicago, IL 60604
(312) 427-5461
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 4, 2000
(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 [ ].
<PAGE>
CUSIP No. 51827W103 Page 2 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification Number of Above Person (entities only)
Augustine Fund, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[ ]
(b)[X]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person-
804,806 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
22.2%
14 Type of Reporting Person
PN
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CUSIP No. 51827W103 Page 3 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification Number of Above Person (entities only)
Augustine Capital Management, LLC
2 Check The Appropriate Box If a Member of a Group (a)[ ]
(b)[X]
3 SEC Use Only
4 Source of Funds: AF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person-
804,806 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
22.2%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 51827W103 Page 4 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification Number of Above Person (entities only)
John T. Porter
2 Check The Appropriate Box If a Member of a Group (a)[ ]
(b)[X]
3 SEC Use Only
4 Source of Funds: AF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 804,806 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
804,806 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person-
804,806 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
22.2%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 51827W103 Page 5 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification Number of Above Person (entities only)
Brian D. Porter
2 Check The Appropriate Box If a Member of a Group (a)[ ]
(b)[X]
3 SEC Use Only
4 Source of Funds: AF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 804,806 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
804,806 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person-
804,806 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
22.2%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 51827W103 Page 6 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification Number of Above Person (entities only)
Thomas Duszynski
2 Check The Appropriate Box If a Member of a Group (a)[ ]
(b)[X]
3 SEC Use Only
4 Source of Funds: AF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 804,806 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
804,806 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person-
804,806 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
22.2%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 51827W103 Page 7 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification Number of Above Person (entities only)
David R. Asplund
2 Check The Appropriate Box If a Member of a Group (a)[ ]
(b)[X]
3 SEC Use Only
4 Source of Funds: AF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 804,806 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
804,806 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person-
804,806 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
22.2%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 51827W103 Page 8 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification Number of Above Person (entities only)
Devenshire Management Corporation
2 Check The Appropriate Box If a Member of a Group (a)[ ]
(b)[X]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Nevada
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person-
539,403 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
15.0%
14 Type of Reporting Person
CO
<PAGE>
CUSIP No. 51827W103 Page 9 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification Number of Above Person (entities only)
Todd Sanders
2 Check The Appropriate Box If a Member of a Group (a)[ ]
(b)[X]
3 SEC Use Only
4 Source of Funds: AF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 539,403 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
539,403 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person-
539,403 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
15.0%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 51827W103 Page 10 of 18 Pages
1 Name of Reporting Person
I.R.S. Identification Number of Above Person (entities only)
William C. Bossung
2 Check The Appropriate Box If a Member of a Group (a)[ ]
(b)[X]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 539,403 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
539,403 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person-
539,403 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
22.2%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 51827W103 Page 11 of 18 Pages
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is
the common stock, par value $.00067 per share ("Common Stock"), of Latin
American Casinos, Inc., a Delaware corporation (the "Issuer"). The address of
the principal executive offices of the Issuer is 2000 NE 164th Street, North
Miami Beach, Florida 33162. The joint filing agreement of the persons filing
this Schedule 13D is attached as Exhibit 1.
Item 2. Identity and Background
(a)-(c) This statement is filed by Augustine Capital Management, LLC
("Augustine Capital"), Augustine Fund, LP ("Augustine Fund"), John T. Porter,
Brian D. Porter, Thomas Duszynski and David R. Asplund, with respect to the
shares of Common Stock beneficially owned by the foregoing entities
(collectively, the "Augustine Entities"), all of which Common Stock is held in
the name of Augustine Fund. Augustine Capital is the general partner of
Augustine Fund. The controlling members, directors and officers of Augustine
Capital are John T. Porter, Brian D. Porter, Thomas Duszynski and David R.
Asplund. The business address of each of the Augustine Entities is 141 W.
Jackson, Suite 2182, Chicago, IL 60604. The principal employment of John T.
Porter, Brian D. Porter and Thomas Duszynski is investing in securities,
conducted through Augustine Capital and Augustine Fund. The principal employment
of David R. Asplund is trading securities. Augustine Capital is a Delaware
limited liability company and Augustine Fund is an Illinois limited partnership.
This statement is filed by Devenshire Management Corporation
("Devenshire Management") and Mr. Sanders with respect to the shares of Common
Stock beneficially owned by Devenshire Management and Todd Sanders
(collectively, the "Devenshire Entities"), all of which Common Stock is held in
the name of Devenshire Management. This statement is filed by William C. Bossung
with respect to the shares of Common Stock beneficially owned by Mr. Bossung,
all of which Common Stock is held in the name of Mr. Bossung.
The business address of each of the Devenshire Entities is 19800
MacArthur Boulevard, Suite 580, Irvine, California 92612. Mr. Sanders is
self-employed as a consultant.
The address of William C. Bossung is 9800 Camden Hills Avenue, Las
Vegas, Nevada 89145. Mr. Bossung is self-employed as a consultant.
(d) During the past five years, no Reporting Person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, no Reporting Person (a) has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, 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.
<PAGE>
CUSIP No. 51827W103 Page 12 of 18 Pages
(f) All of the individuals who are Reporting Persons are citizens of
the United States.
Collectively the foregoing entities are the "Reporting Persons." The
Reporting Persons As a result of the acquisition of the securities set forth on
this Schedule 13D, the Reporting Persons may be deemed to have formed a "group"
with each other. Each of the Reporting Persons expressly declares that the
filing of this Schedule 13D shall not be construed as an admission by any of
them that it has formed any such group.
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by Augustine Fund to acquire the
479, 806 shares of Common Stock it currently holds in its name is $529,806
(including a note for $50,000, due October 30, 2000, made to the seller of such
shares). Such funds were provided from Augustine Fund's available capital. In
addition to such shares, Augustine Fund holds a contractual right to acquire on
October 30, 2000 an additional 325,000 shares of the Common Stock at $1.25 per
share from a third party; if Augustine Fund acquires those shares, they will be
issued by the Issuer to the third party and re-sold to Augustine Fund. Augustine
Fund presently intends to purchase such additional shares.
The amount of funds expended to date by Devenshire Management to
acquire the 251,903 shares of Common Stock and the 125,000 publicly traded
warrants of the Issuer it currently holds in its name is $323,263 (including a
note for $25,000, due October 30, 2000, made to the seller of such shares). Such
funds were provided from Devenshire Management's available capital. In addition
to such shares, Devenshire Management holds a contractual right to acquire on
October 30, 2000 an additional 162,500 shares of the Common Stock at $1.25 per
share from a third party; if Devenshire Management acquires those shares, they
will be issued by the Issuer to the third party and re-sold to Devenshire
Management. Devenshire Management presently intends to purchase such additional
shares.
The amount of funds expended to date by William C. Bossung to acquire
the 251,903 shares of Common Stock and the 125,000 publicly traded warrants of
the Issuer he currently holds in his name is $323,263 (including a note for
$25,000, due October 30, 2000, made to the seller of such shares). Such funds
were provided from Mr. Bossung's available capital. In addition to such shares,
Mr. Bossung holds a contractual right to acquire on October 30, 2000 an
additional 162,500 shares of the Common Stock at $1.25 per share from a third
party; if Mr. Bossung acquires those shares, they will be issued by the Issuer
to the third party and re-sold to Mr. Bossung. Mr. Bossung presently intends to
purchase such additional shares.
Item 4. Purpose of Transaction
The Reporting Persons acquired the shares of Common Stock beneficially
owned by the Reporting Persons with the intent to exercise control of the
Issuer. Mr. Sanders has recently been appointed to the Issuer's Board of
Directors and elected chief executive
<PAGE>
CUSIP No. 51827W103 Page 13 of 18 Pages
officer of the Issuer and Mr. Bossung has recently been appointed to the
Issuer's Board of Directors and elected chief operating officer of the Issuer.
Although Mr. Sanders, Mr. Bossung and the Augustine Entities have no formal
arrangements with respect to control of the Issuer, at the present time Mr.
Sanders and Mr. Bossung, as well as the Augustine Entities in their capacity as
stockholder, contemplate working together to implement policies that they
believe are in the best interests of the Issuer and its stockholders. Mr.
Sanders, Mr. Bossung and the Augustine Entities intend to work together to
formulate an ongoing business model with respect to the Issuer. Such policies
may include sale of all or substantially all of the Issuer's assets, merger with
another entity, or similar transactions. As a result, Mr. Sanders, Mr. Bossung
and the Augustine Entities are currently contemplating various material changes
in the business of the Issuer; however, no specific plans have been finalized
for any specific such change.
Each Reporting Person may make further purchases of shares of Common
Stock. Reporting Persons may dispose of any or all the shares of Common Stock
held by them, although they have no current intention to do so. Except as noted
in this Schedule 13D, no Reporting Person has any plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item (4) of Schedule 13D. Reporting Persons may, at
any time and from time to time, review or reconsider their positions and
formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
The percentages used in this Schedule 13D are calculated based upon
the number of outstanding shares of Common Stock, 3,296,600, reported as the
number of outstanding shares as of August 18, 2000, on a Form 10-Q for the
period ended June 30, 2000. All purchases and sales of Common Stock reported
herein were made in private transactions.
Each of the Augustine Entities disclaims beneficial ownership of
shares of Common Stock held by the Devenshire Entities or Mr. Bossung. Each of
the Devenshire Entities disclaims beneficial ownership of shares of Common Stock
held by the Augustine Entities or Mr. Bossung. Mr. Bossung disclaims beneficial
ownership of shares of Common Stock held by the Augustine Entities or the
Devenshire Entities.
(A) Augustine Capital
(a)-(b) See cover page.
(c) Augustine Capital has effected no transactions in the Common Stock
(other than through Augustine Fund).
(d) Decisions regarding the Common Stock with respect to Augustine
Capital, the general partner of Augustine Fund, are made by the
controlling members, directors and officers of Augustine Capital, all
of whom are John T. Porter, Brian D. Porter, Thomas Duszynski and
David R. Asplund.
<PAGE>
CUSIP No. 51827W103 Page 14 of 18 Pages
(B) Augustine Fund
(a)-(b) See cover page.
(c) Augustine Fund has purchased 479,806 shares of Common Stock, receiving
certificates for such shares on October 5, 2000, at a price of $1.11
per share.
(d) Decisions regarding the Common Stock with respect to Augustine Fund,
the general partner of which is Augustine Capital, are made by the
controlling members, directors and officers of Augustine Capital, all
of whom are John T. Porter, Brian D. Porter, Thomas Duszynski and
David R. Asplund.
(e) N/A.
(C) John T. Porter
(a)-(b) See cover page.
(c) John T. Porter has effected no transactions in the Common Stock (other
than through Augustine Fund).
(d) N/A.
(e) N/A.
(D) Brian D. Porter
(a)-(b) See cover page.
(c) Brian D. Porter has effected no transactions in the Common Stock
(other than through Augustine Fund).
(d) N/A.
(e) N/A.
(E) Thomas Duszynski
(a)-(b) See cover page.
(c) Thomas Duszynski has effected no transactions in the Common Stock
(other than through Augustine Fund).
(d) N/A.
<PAGE>
CUSIP No. 51827W103 Page 15 of 18 Pages
(e) N/A.
(F) David R. Asplund
(a)-(b) See cover page.
(c) David R. Asplund has effected no transactions in the Common Stock
(other than through Augustine Fund).
(d) N/A.
(e) N/A.
(G) Devenshire Management
(a)-(b) See cover page.
(c) Devenshire Management has purchased 239,903 shares of Common Stock,
receiving certificates for such shares on October 5, 2000, at a price
of $1.11 per share. Devenshire Management has also purchased 12,000
shares of Common Stock at a price of $1.53 per share, and 125,000
publicly traded warrants of the Issuer at a price of $0.32 per
warrant.
(d) Decisions regarding the Common Stock held in the name of Devenshire
Management are made exclusively by Todd Sanders, the President of
Devenshire Management.
(e) N/A.
(H) Todd Sanders
(a)-(b) See cover page.
(c) Todd Sanders has effected no transactions in the Common Stock (other
than through Devenshire Management).
(d) N/A.
(e) N/A.
(I) William C. Bossung
(a)-(b) See cover page.
<PAGE>
CUSIP No. 51827W103 Page 16 of 18 Pages
(c) Mr. Bossung has purchased 239,903 shares of Common Stock, receiving
certificates for such shares on October 5, 2000, at a price of $1.11
per share. Mr. Bossung has also purchased 12,000 shares of Common
Stock at a price of $1.53 per share, and 125,000 publicly traded
warrants of the Issuer at a price of $0.32 per warrant.
(d) N/A.
(e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than the Joint Filing Agreement filed as Exhibit 1 to this
filing and as described in this Schedule 13D, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2
hereof and between such persons and any person with respect to any securities of
the Issuer.
Item 7. Material to be Filed as Exhibits
No. Description
--- -----------
1 Joint Filing Agreement.
<PAGE>
CUSIP No. 51827W103 Page 17 of 18 Pages
SIGNATURES
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: October 12, 2000
AUGUSTINE FUND, L.P.
By: AUGUSTINE CAPITAL MANAGEMENT, LLC
General Partner
By: /s/ John T. Porter
John T. Porter, President
AUGUSTINE CAPITAL MANAGEMENT, LLC
By: /s/ John T. Porter
John T. Porter, President
DEVENSHIRE MANAGEMENT CORPORATION
By: /s/ Todd Sanders
Todd Sanders, President
By: /s/ John T. Porter
John T. Porter
By: /s/ Brian D. Porter
Brian D. Porter
By: /s/ Thomas Duszynski
Thomas Duszynski
By: /s/ David R. Asplund
David R. Asplund
By: /s/ Todd Sanders
Todd Sanders
By: /s/ William C. Bossung
William C. Bossung
