UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Paul-Son Gaming Corporation
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(Name of Issuer)
Common Stock par value $0.01
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(Title of Class of Securities)
703578 10 4
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(CUSIP Number)
Eric P. Endy, 1700 Industrial Road, Las Vegas, Nevada 89102 (702) 384-2425
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 13, 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: 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.
*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).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP NO. 703578 10 4 PAGE 2 OF 9 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Paul S. Endy, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
1,760,205 See Items 4 and 5
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 18,000 See Items 4 and 5
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,760,205 See Items 4 and 5
10 SHARED DISPOSITIVE POWER
18,000 See Items 4 and 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,778,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7%
14 TYPE OF REPORTING PERSON*
IN
*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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SCHEDULE 13D
CUSIP NO. 703578 10 4 PAGE 3 OF 9 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
The Paul S. Endy, Jr. Living Trust, Eric P. Endy Trustee
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
1,660,205
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,660,205
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,660,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.8%
14 TYPE OF REPORTING PERSON*
OO
*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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 703578 10 4 PAGE 4 OF 9 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Eric P. Endy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
1,945,760
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 6,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,945,760
10 SHARED DISPOSITIVE POWER
6,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,951,760
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5%
14 TYPE OF REPORTING PERSON*
IN
*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.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Common stock, par value $0.01 ("Common Stock"), of Paul-Son
Gaming Corporation, a Nevada corporation (the "Issuer"), located
at 1700 Industrial Road, Las Vegas, Nevada 89102.
ITEM 2. IDENTITY AND BACKGROUND.
1. (a) Paul S. Endy, Jr. ("Paul Endy")
(b) 1700 Industrial Road
Las Vegas, Nevada 89102
(c) Chairman of the Board and the Chief
Executive Officer of the Issuer.
(d) During the last five years, Paul Endy has not
been convicted in any criminal proceedings
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Paul Endy has not
been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction as a result of which he has been
or is subject to a judgment, decree or final
order enjoining future violations of, or
prohibiting or mandating activities subject
to, federal or state Securities laws or
finding any violation with respect to such
laws.
(f) Paul Endy is a citizen of the United States of
America.
2. (a) The Paul S. Endy, Jr. Living Trust (the "Endy
Trust")
(b) 1700 Industrial Road
Las Vegas, Nevada 89102
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) The Endy Trust is domiciled in the United States
of America.
3. (a) Eric P. Endy ("Eric Endy")
(b) 1700 Industrial Road
Las Vegas, Nevada 89102
(c) President and Director of the Issuer
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(d) During the last five years, Eric Endy has not
been convicted in any criminal proceedings
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Eric Endy has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as
a result of which he has been or is subject to
a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws or finding any violation with respect to
such laws.
(f) Eric Endy is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
On November 13, 1998, due to the health condition of Paul
Endy, Eric Endy became successor trustee of the Endy Trust, the
owner of 1,660,205 shares of Common Stock. On November 12, 1998,
Eric Endy was appointed temporary guardian of Paul Endy.
ITEM 5. INTERESTS IN THE SECURITIES OF THE ISSUER.
PAUL ENDY
1. (a) On the date hereof, Paul Endy holds a beneficial
interest in a total of 1,778,205 shares of Common
Stock, including: (i) 1,660,205 shares as the
sole beneficiary under the Endy Trust; (ii)
100,000 shares subject to a vested and
unexercised option (the "Endy Option"); and
(iii) 18,000 shares held as co-trustee of the
Daren Chang Trust, the Nevin Chao Trust, and the
Celine Chin Trust (collectively, the "Children's
Trusts"). The Common Stock beneficially owned by
Paul Endy constitutes approximately 49.7% of
Common Stock issued and outstanding as of
November 17, 1998.
(b) Paul Endy, subject to his recovery from his
medical condition, would have the sole power to
vote or direct the vote, and sole power to
dispose of or direct the disposition of, all
shares beneficially owned by him, with the
exception of the shares held in the Children's
Trusts.
(c) See Item 4 above.
(d) Not applicable.
(e) Not applicable.
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<PAGE>
THE ENDY TRUST
2. (a) On the date hereof, the Endy Trust holds a direct
beneficial interest in 1,660,205 shares of Common
Stock, or approximately 47.8% of Common Stock
issued and outstanding as of November 17, 1998.
(b) The Endy Trust, through its trustee, has the sole
power to vote or direct the vote, and sole power to
dispose of or direct the disposition of all shares
beneficially owned by it.
(c) See Item 4 above.
(d) Not applicable.
(e) Not applicable.
ERIC ENDY
3. (a) On the date hereof, Eric Endy holds a beneficial
interest in a total of 1,951,760 shares of Common
Stock, including: (i) 113,555 shares held
directly; (ii) 72,000 shares subject to a
vested and unexercised option; (iii) 1,660,205
shares held as trustee of the Endy Trust;
(iv) 100,000 shares subject to the Endy Option;
(v) 18,000 shares held as co-trustee of the
Children's Trusts; and (vi) 6,000 shares held by
Eric Endy's spouse. The Common Stock beneficially
owned by Eric Endy constitutes approximately 53.5%
of Common Stock issued and outstanding as of
November 17, 1998.
(b) Eric Endy has the sole power to vote or direct the
vote, and sole power to dispose of or direct the
disposition of, all shares beneficially owned by
him, with the exception of 6,000 shares held by
Eric Endy's spouse.
(c) See Item 4 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE
ISSUER.
PAUL ENDY
Paul Endy granted options to purchase an aggregate
of 410,000 shares of Common Stock owned by the Endy
Trust, subject to certain conditions, to: Vincenti
Castro (5,000 shares); Ron Coiro (100,000 shares);
Charles Endy (100,000 shares); Francisco Moreno (10,000
shares); Griselda Valenzuela (10,000 shares); and
Martin Winick (185,000 shares).
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<PAGE>
THE ENDY TRUST
See Items 3, 4, 5 and 6 above.
ERIC ENDY
See Items 3, 4, 5 and 6 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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SIGNATURE
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.
Dated this 24th day of November, 1998.
Paul S. Endy, Jr.
By: /s/ Eric P. Endy
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ERIC P. ENDY
GUARDIAN OF THE ESTATE OF PAUL S.
ENDY, JR.
The Paul S. Endy, Jr. Living Trust
By: /s/ Eric P. Endy
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ERIC P. ENDY
TRUSTEE
/s/ Eric P. Endy
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ERIC P. ENDY
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