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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 3
Under the Securities Exchange Act of 1934
Casino Resource Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class Securities)
781132
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(CUSIP Number)
Girard P. Miller, Doherty, Rumble & Butler 3500 Fifth Street Tower, 150
South Fifth Street, Minneapolis, Minnesota 55402 (612)343-5641
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 15, 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.
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.
(1) 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).
Page 1 of 5 Pages
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CUSIP NO. 781132 SCHEDULE 13D Page 2 of 5 Pages
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1 Name of Reporting Person SS or IRS Identification No. of Above Person
John J. Pilger SSN: ###-##-####
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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*
N/A
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5 Check box if disclosure of legal proceedings is required pursuant to items
2(d) or 2(g)
N/A
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6 Citizenship or place of organization
U.S.A.
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Number of 7 Sole Voting Power
Shares 2,487,712
Beneficially -------------------------------------------------------
Owned by Each 8 Shared Voting Power
Reporting 0
Person With -------------------------------------------------------
9 Sole Dispositive Power
981,768
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10 Shared Dispositive Power
0
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11 Aggregate amount beneficially owned by each reporting person
2,487,712
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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)
25.78%
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14 Type of reporting person*
IN
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*SEE INSTRUCTIONS BEFORE FILING OUT!
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Page 3 of 5 Pages
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Include both sides of the cover page, responses to Items 1-7 (including
exhibits) of the Schedule, and the signature attestation.
AMENDED SCHEDULE 13D
Item 1. Security and Issuer
Common Stock, par value $.01 per share, of Casino Resource Corporation
("Company"), 707 Bienville Blvd., Ocean Springs, MS 39564
Item 2. Identity and Background
(a) Name: John J. Pilger
(b) Business Address: 707 Bienville Blvd. Ocean Springs, MS 39564
(c) Principal Occupation: CEO, Chairman of the Board
Employed By: Casino Resource Corporation
(d) Prior Criminal Proceedings: None
(e) Prior Civil Proceedings: None
(f) Citizenship: United States of America
Item 3. Source and Amount of Funds or Other Consideration
No purchase of securities involved. Received, via proxy, rights to vote
1,330,944 shares of common stock as a result of an agreement dated in January,
1998 between Kean and Pilger acting as CEO of Casino Resource Corporation.
Item 4. Purpose of the Transaction
Kevin Kean, the Company's former Chairman, granted to Pilger CEO/Chairman
of Casino Resource Corporation ("CRC") an Irrevocable Proxy for 1,330,944 shares
in consideration for CRC's Settlement Agreement and Release. (Previously Kevin
Kean granted to Pilger as CEO/Chairman of Casino Resource Corporation a proxy
for 546,722 shares in consideration for CRC's agreement to maintain an active
registration. Said 546,722 shares are included in the 1,330,944 total shares
referenced above.)
Item 5. Interest in Securities of the Issuer
(a) The following table sets forth the aggregate number and percentage of
outstanding shares of the Company's common stock beneficially owned by the
undersigned as of the date of this report:
Number of Shares Percentage of Outstanding Shares
2,487,712 25.78%
(b) Voting Power and Dispositive Power
Sole Power to Vote: 2,487,712
Shared Power to Vote: 0
Sole Power to Dispose: 981,768
Shared Power to Dispose: 0
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Page 4 of 5 Pages
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(c) The following table reflects Mr. Pilger transactions in the Company's
Common Stock effected during the past sixty days:
Date Description of Transaction Total Shares Held
10/20/97 Balance stock owned/voting rights 886,268
10/21/97 Sold 3,000 shares 883,268
11/12/97 Gifted 11,000 shares to Susan Pilger 883,268
11/12/97 Gifted 5,500 shares to John Pilger, Jr. 883,268
11/12/97 Gifted 5,500 shares to David Pilger 883,268
11/12/97 Gifted 500 shares to Jason Pilger 882,768
11/25/97 Sold 3,000 shares 879,768
12/15/97 Sold 3,000 shares 876,768
1/20/98 Balance stock owned/voting rights 876,768*
*This figure does not reflect exercisable options
totaling 105,000
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sale of securities
held by the undersigned.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The Company has issued option under its employee stock option and incentive
plan to Mr. Pilger for the purchase of 40,000 shares at the exercise price of
$2.00 per share, plus 65,000 exercisable options at $1.4773 per share issued
June, 1997.
Kean, per a warrant purchase agreement, dated December 1995 transferred
voting rights via proxy on 546,722 shares of common stock to CEO Pilger for
maintenance of a registration statement.
On December 31, 1997 the Company's former Chairman Kevin Kean defaulted on
repaying $1,232,000.00 of notes receivable due the Company. The Company filed
suit against this individual on January 2, 1998. On January 15, 1998 the
Company signed a Settlement Agreement with this individual. Under the agreement
220,000 shares of the Company's common stock was canceled along with the 150,000
shares currently pledged to the Company at the market price of $1.19 per share.
The Company and this individual entered into a new note agreement. The new
note of $1,196,884.88 bears interest at 7% per annum and matures on January 15,
2001. The note is collateralized by the individual's 5% interest in the
Company's Pokagon management fee. Solely at the Company's discretion, at any
time prior to maturity, the Company can take the collateral as payment in full
for the note. The individual has also granted the Chairman of the Company an
irrevocable proxy for 1,330,944 shares of the Company's common stock.
Item 7. Material to be Filed as Exhibits
Exhibit (1) Kean Settlement Agreement and Release
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Page 5 of 5 Pages
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Signature
After reasonable inquiry and to the best of my knowledge, I certify that
the information set forth in this statement is true, complete and correct.
Dated:
/s/ John J. Pilger
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John J. Pilger
