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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SODAK GAMING, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
833777 10 5
(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
(continued on following page(s))
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Page 2 of 4 pages
SCHEDULE 13G
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CUSIP NO. 833777 10 5
1. NAME OF REPORTING PERSON
Thomas Celani
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [__]
(b) [__]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen
USA
5. SOLE VOTING POWER - 3,038,000
NUMBER OF (Includes 24,000 options currently exercisable by
SHARES Mr. Celani)
BENEFICIALLY 6. SHARED VOTING POWER - None
OWNED BY
EACH
REPORTING 7. SOLE DISPOSITIVE POWER - 3,038,000
PERSON (Includes 24,000 options currently exercisable by
WITH Mr. Celani)
8. SHARED DISPOSITIVE POWER - None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,038,000 (Includes 24,000 options currently exercisable by Mr. Celani)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[__]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.2%
12. TYPE OF REPORTING PERSON*
IN
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Page 3 of 4 pages
ITEM 1(a). NAME OF ISSUER
Sodak Gaming, Inc. (the "Issuer"), Common Stock, par value $.001
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
5301 South Highway 16
Rapid City, South Dakota 57701
ITEM 2(a). NAME OF PERSON FILING
Thomas Celani
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE
Action Distributing Company, Inc.
35601 Veronica
Livonia, MI 48150
ITEM 2(c). CITIZENSHIP
USA
ITEM 2(d). TITLE OF CLASS OF SECURITIES
Common Stock, $.001 par value
ITEM 2(e) CUSIP NUMBER
833777 10 5
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13(d)-2(b),
CHECK WHETHER THE PERSON FILING IT IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Advisers Act of 1940
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund
(g) [ ] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
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Page 4 of 4 pages
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned - 3,038,000
(b) Percent of Class - 13.2%
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or to direct the vote: 3,038,000. Includes
24,000 shares subject to options currently exercisable by Mr.
Celani.
(ii) shared power to vote or to direct the vote: none.
(iii sole power to dispose or to direct the disposition of:
3,038,000. Includes 24,000 shares subject to options currently
exercisable by Mr. Celani.
(iv) shared power to dispose or to direct the disposition of: none.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
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: February 17, 1998
/s/ Thomas Celani
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By: Thomas Celani
