UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)1
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)
Steven B. King, Mesirov, Gelman, Jaffe, Cramer & Jamieson, LLP
1735 Market Street, Philadelphia, PA 19103
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 30, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(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(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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(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 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>
SCHEDULE 13D
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CUSIP NO. 781132 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*
PF
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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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7 Sole Voting Power
Number of Shares 2,541,712
Beneficially Owned by
Each Reporting Person With
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8 Shared Voting Power
0
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9 Sole Dispositive Power
1,035,768
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10 Shared Dispositive Power
0
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11 Aggregate amount beneficially owned by each reporting person
2,541,712
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12 Check box if the aggregate amount in Row (11) excludes certain shares*
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N/A
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13 Percent of class represented by amount in Row (11)
26.29%
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14 Type of reporting person*
IN
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*SEE INSTRUCTIONS BEFORE FILING OUT!
Include both sides of the cover page, responses to Items 1-7
(including exhibits) of the Schedule, and the signature attestation.
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<PAGE>
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
Purchased 9,000 shares of common stock in amount of $8,530.85
using personal funds.
Item 4 Purpose of the Transaction
Stock Acquisition
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
2,541,712 26.29%
(b) Voting Power and Dispositive Power
Sole Power to Vote: 2,541,712
Shared Power to Vote: 0
Sole Power to Dispose: 1,035,768
Shared Power to Dispose: 0
(c) The following table reflects Mr. Pilger transactions
in the Company's Common Stock effected during the
past sixty days:
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<PAGE>
<TABLE>
<CAPTION>
Date Description of Transaction Total Shares Held
<S> <C> <C> <C>
02/23/98 Balance stock owned/voting rights 876,768
02/24/98 Gifted 20,000 shares 856,768
10/28/98 Purchased 1,000 shares 857,768
10/30/98 Purchased 8,000 shares 865,768*
</TABLE>
*This figure does not reflect 170,000 exercisable options.
(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 options under its 1993 and 1997
Employee Stock Option and Incentive Plan to Mr. Pilger for the
purchase of 40,000 shares at an exercise price of $2.00 per
share, and for 130,000 shares at an exercise price of $1.03
per share reissued June, 1998.
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.
Additionally, Mr. Pilger holds proxies to vote 175,000 shares
owned by Richard Howarth, Jr., a former officer of the
Company.
Item 7 Material to be Filed as Exhibits
N/A
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<PAGE>
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: November 6, 1998
/s/ John J. Pilger
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John J. Pilger
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