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. 5)1
Casino Resource Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class Securities)
781132
(CUSIP Number)
Steven B. King, Mesirov, Gelman, Jaffe, Cramer & Jamieson, LLP
1735 Market Street, Philadelphia, PA 19103
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 19, 1999
(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)
(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
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*
00
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5 Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e) |_|
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 4,406,712
Beneficially Owned
by Each Reporting
Person With
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8 Shared Voting Power
0
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9 Sole Dispositive Power
1,100,768
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10 Shared Dispositive Power
0
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11 Aggregate amount beneficially owned by each reporting person
4,406,712
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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)
36.5%
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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
<TABLE>
<CAPTION>
<S> <C> <C>
(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
</TABLE>
Item 3 Source and Amount of Funds or Other Consideration
Granted proxy under Amended and Restated Debenture with Roy
Anderson Holding Corp., dated as of February 1, 1999.
Item 4 Purpose of the Transaction
Proxy granted on 1,800,000 shares of the Company's Common
Stock issued February 16, 1999 to Roy Anderson Holding Corp.
and held in escrow by Mesirov Gelman Jaffe Cramer & Jamieson,
LLP
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
4,406,712 36.5%
(b) Voting Power and Dispositive Power
Sole Power to Vote: 4,406,712
Shared Power to Vote: 0
Sole Power to Dispose: 1,100,768
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>
<S> <C> <C>
Date Description of Transaction Total Shares Held
10/30/98 Balance stock owned/voting rights 865,768*
</TABLE>
*This figure does not reflect 235,000 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 of the Company Common Stock (the
"Shares") at an exercise price of $2.00 per Share, and for
195,000 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 Mr. Kean on
January 2, 1998. On January 15, 1998 the Company signed a
Settlement Agreement with Mr. Kean. Under the agreement
220,000 Shares were canceled along with the 150,000 Shares
currently pledged to the Company at the market price of $1.19
per Share. The Company and Mr. Kean 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 Mr. Kean'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 Mr. Kean has
also granted the Chairman of the Company an irrevocable proxy
for 1,330,944 Shares. Additionally, Mr. Pilger holds proxies
to vote 175,000 Shares owned by Richard Howarth, Jr., a former
officer of the Company.
Roy Anderson Corp was the holder of a Casino Resource
debenture in the principal amount of $1.5 million which was
due January 31, 1999. Casino Resource and the debenture holder
exchanged the existing debenture for an Amended and Restated
Debenture dated as of February 1, 1999. The Amended and
Restated Debenture will be held by Roy Anderson Holding Corp.,
an affiliate of the original debenture holder.
Principal and interest is required to be amortized in 18 equal
monthly installments of $88,651.29 each with payments to begin
June 1, 1999. The Company is required to pay the first 50% of
each installment in cash and may pay the remaining 50% in cash
or Shares valued at the average of the closing prices on the
last 10 trading days in May 1999. 1.8 million Shares were
issued on March 23, 1999 and are held in escrow in order to
satisfy the above requirement. Any unused Shares will be
canceled. Roy Anderson Holding Corp. has given a proxy for the
1.8 million Shares to John J. Pilger or Robert J. Allen
(alternative board member/officer) to vote such Shares until
they are released from escrow.
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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: march 24, 1999
/s/ John J. Pilger
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John J. Pilger
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