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. 6)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)
January 3, 2000
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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*
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 4,569,962
Beneficially Owned
by Each Reporting
Person With
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8 Shared Voting Power
0
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9 Sole Dispositive Power
1,964,018
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10 Shared Dispositive Power
0
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11 Aggregate amount beneficially owned by each reporting person
4,569,962
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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)
35.7%
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14 Type of reporting person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING 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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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
Mr. Pilger purchased 852,250 shares common stock from Roy
Anderson Corporation pursuant to an agreement dated December
31, 1999. The purchase price was Ten Cents ($0.10) per share
which was paid by the delivery of Mr. Pilger's personal
promissory note.
Item 4 Purpose of the Transaction
Mr. Pilger's acquisition of Company common stock from Roy
Anderson Holding Corp. reduced the Company stock overhang
which Company believed may suppress its stock price.
Additionally, Mr. Pilger's purchase facilitated the completion
of the Company's amended and restatement of its debt to Roy
Anderson Holding Corp. The Company received a $60,000 credit
against the balance due to Roy Anderson Holding Corp. as a
result of the purchase of the shares by Mr. Pilger. See (Item
6.)
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
4,569,962 35.7%
(b) Voting Power and Dispositive Power
Sole Power to Vote: 4,569,962
Shared Power to Vote: 0
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Sole Power to Dispose: 1,964,018
Shared Power to Dispose: 0
(c) The following table reflects Mr. Pilger's
transactions in the Company's Common Stock since
October 30, 1998:
<TABLE>
<CAPTION>
Price per Total Shares
Date Description of Transaction Share Held
<S> <C> <C> <C> <C>
10/30/98 Balance stock owned/voting rights 865,768*
12/28/98 Purchase 6,000 $0.5150 871,768
12/29/98 Purchase 22,000 $0.54625/0.515/.54875 893,768
12/30/98 Purchase 9,000 $0.54875/0.4575 902,768
0 6/07/99 Sell (26,000) $0.575 876,768
01/03/00 Purchase 852,250 $0.100 1,729,018*
</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
In April 1999, the Company reissued to Mr. Pilger options to
purchase 195,000 shares of Company common stock under the
Company's Employee Stock Option and Incentive Plan with an
exercise price of $0.44 per share, and options to purchase
40,000 Shares of Company Common Stock at an exercise price of
$2.00 per share.
On December 31, 1997, the Company's former Chairman, Kevin
Kean, defaulted on repaying $1,232,000 of notes receivable due
the Company. The Company and Mr. Kean signed a Settlement
Agreement pursuant to which 220,000 Shares were canceled along
with the 150,000 Shares pledged to the Company. 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 Company debenture in the
principal amount of $1.5 million which was due January 31,
1999. The Company 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 was
held by Roy Anderson Holding Corp., an affiliate of the
original debenture holder. Principal and interest was required
to be amortized in 18 equal monthly installments of $88,651.29
each with payments to begin June 1, 1999. The Company was
required to pay the first 50% of each installment in cash and
could pay the remaining 50% in cash or shares of Company
common stock valued at the average of the closing prices on
the last 10 trading days in May 1999 (approximately $0.46 per
share). 1.8 million Shares were issued on March 23, 1999 and
held in escrow in order to satisfy the above requirement. Any
unused Shares will be canceled. Roy Anderson Holding Corp. has
given a proxy for the Shares to John J. Pilger or Robert J.
Allen (alternative board member/officer) to vote such Shares
until they are released from escrow.
Through December 31, 1999, 700,000 shares of Company common
stock were released to Roy Anderson Holding Corp. to satisfy a
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portion of the Company's obligation per the terms of the
agreement. As of December 31, 1999, a balance of 1,100,000
shares of common stock were held in escrow. On December 31,
1999, the Company and Roy Anderson Holding Corp. (the current
debenture holder) agreed to amend and restate the debenture
dated February 1, 1999. The restatement of the Company's
debenture obligation requires the Company to repay in cash
rather than common stock with the debenture maturing on
December 31, 2002, or sooner if certain events occur. These
most notably relate to the Company's completion of the sale of
its discontinued operations, sale or other disposition of its
existing business operations or assets, collection of any
proceeds from litigation and the collection of any payments
from the Lakes Gaming agreement. Upon Company satisfaction in
full of all outstanding amounts due under the debentures,
1,100,000 shares of common stock held in escrow shall be
cancelled. Mr. Pilger or Robert Allen (alternative board
member/officer) retain the proxy for the 1,100,000 shares to
vote such shares until they are released from escrow.
Mr. Pilger purchased 852,250 shares of common stock from Roy
Anderson Holding Corp. on December 31, 1999 in part to
facilitate this transaction. The purchase price was ten cents
($.10) per share which was paid by delivery of Mr. Pilger's
personal promissory note.
Item 7. Exhibits
(a) Stock Purchase Agreement between John J. Pilger and Roy Anderson
Holding Corp. dated December 31,
1999.
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:
----------------------------------------
John J. Pilger
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CASINO RESOURCE CORPORATION
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made as of the 31st day of December,
1999 by and between ROY ANDERSON HOLDING CORP., a corporation organized and
existing under the laws of the State of Delaware (the "Company"), and the
undersigned Purchaser, an individual (the "Purchaser").
BACKGROUND:
The Purchaser desires to purchase from the Company and the Company
desires to sell to the Purchaser Nine Hundred Fifty-Two Thousand Two Hundred and
Fifty Shares (952,250) shares of the common stock of Casino Resource Corporation
("CRC"), par value of $0.01 per share (the "Shares") on the terms hereinafter
set forth.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. On or as promptly as possible after the date hereof, the Company
shall and hereby agrees to sell to the Purchaser, and the Purchaser shall and
hereby agrees to purchase from the Company, at a price of Ten Cents ($0.10) per
Share, Nine Hundred Fifty-Two Thousand Two Hundred Fifty (952,250) Shares for an
aggregate purchase price of Ninety-Five Thousand Two Hundred Twenty-Five Dollars
($95,225.00). (the "Purchase Price").
2. The payment of the Purchase Price shall be made upon receipt of
certificates endorsed in blank or with stock powers attached endorsed in blank,
in either such case with signature guaranteed by a national bank or a member of
the New York Stock Exchange for the appropriate number of Shares of the Company.
The Purchase Price shall be paid by delivery of Purchaser's Promissory Note, in
the face amount of Ninety Five Thousand Two Hundred Twenty Five Dollars
($95,225.00), with interest accruing at a rate of Six Percent (6%) per annum and
maturing in a lump sum on December 31, 2000, in the form of Exhibit "A" attached
hereto (the "Note").
3. The Purchaser hereby represents and warrants to the Company that the
Shares are being acquired by him for his own account as principal, and for
investment and not with a view to the distribution or resale thereof, the effect
of which is that such Shares must be held indefinitely unless subsequently
registered under the Securities Act of 1933, as amended, and registered or
qualified under each applicable state securities statute and regulation, or an
exemption therefrom is available.
4. The Purchaser hereby agrees that certificates representing Shares
issued to him pursuant hereto may bear the following legend:
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES STATUTE OR
REGULATION. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION,
SUCH REGISTRATION IS NOT REQUIRED.
5. By executing this Stock Purchase Agreement, the Purchaser:
(a) By virtue of his affiliation with CRC, acknowledges that he is
familiar with and understands CRC's operations and prospects;
(b) Represents and warrants that he has such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of the investment in the Shares;
(c) Represents and warrants that (i) he is at least twenty-one (21)
years of age, (ii) he maintains his domicile (and is not a transient or
temporary resident) in the State of Mississippi (iii) he has adequate means of
providing for his current needs and personal contingencies, (iv) he has no need
for liquidity in the proposed investment in the Shares, (v) all of his
investments in and commitments to non-liquid investments are, and after the
purchase of the Shares will be, reasonable in relation to his net worth and
current needs, and (vi) he is able to bear the economic risk of losing the
entire investment in the Shares;
(d) Understands that (i) neither CRC nor the Company has any
obligation to register the Shares for resale under any Federal or state
securities law, or to take any action (including the filing of reports or the
publication of information required by Rule 144 promulgated under the Securities
Act of 1933) which would make available any exemption from the registration
requirements of such laws, and (ii) therefore he may be precluded from selling
or otherwise transferring or disposing of any Shares and may have to bear the
economic risk of investment in the Shares for the indefinite future;
(e) Understands that no Federal or state agency has approved or
disapproved the Shares, passed upon or endorsed the merits of the offering or
sale thereof, or made any finding or determination as to the fairness of the
Shares for investment; and
(f) Understands that the Shares are being offered and sold in
reliance on specific exemptions from the registration requirements of Federal
and state securities laws and that the Company and controlling persons thereof
are relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings set forth in this Stock Purchase
Agreement to determine the applicability of such exemptions and the suitability
of the undersigned to acquire Shares.
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6. By executing this Stock Purchase Agreement, the Company:
(a) Acknowledges that it has had the opportunity to acquire all
information concerning the business, affairs, financial condition and prospects
of CRC which it deems relevant to making a fully informed decision regarding
consummation of the transactions contemplated by this Agreement;
(b) Acknowledges that it has been supplied with copies of CRC's
latest Annual Report on Form 10-KSB, CRC's latest Quarterly Report on Form
10-QSB, CRC's latest Proxy Statement, and CRC's latest Annual Report to
shareholders;
(c) Understands and acknowledges that neither the Purchaser, nor CRC
nor anyone acting on behalf of either of them has made any representation or
warranty regarding CRC or its business or affairs, or any other subject other
than those representations, warranties, and acknowledgments set forth expressly
in this Agreement, and the Company further acknowledges that it has not
therefore relied on any such representations or warranties in the belief that
they were made on behalf of CRC or the Purchaser;
(d) Acknowledges that it has been told that CRC is negotiating a
possible acquisition of assets of a company named Digital Development, LLC,
doing business as Raw Data Corporation, a company engaged in the business of
causing to be produced and manufactured business-card sized CD Roms with links
to the owner's internet web-site, and that if such acquisition is consummated
(as to which Company acknowledges there is no assurance), CRC may elect to exit
from the gaming industry and devote its time, resources, and efforts in the
direction of the newly acquired assets; and
(e) Acknowledges that it has been told that CRC is negotiating the
possible sale of CRC's casino located in Tunisia, North Africa to the landlord
of the facility where the casino is located, but that no firm agreement has been
reached, and that there is no assurance that any such agreement will ever be
reached, or the terms of any such agreement.
7. This Stock Purchase Agreement shall be governed by the laws of the
State of Mississippi.
IN WITNESS WHEREOF, the parties hereto have executed this
Stock Purchase Agreement as of the date first above written.
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Attest: ROY ANDERSON HOLDING CORP.
By:________________________ By:__________________________
Name: Name:
Title: Secretary Title:
WITNESS: PURCHASER:
____________________________ __________________________(SEAL)
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