UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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)
Martin S. Winick, 29449 Edgedale Road, Pepper Pike, Ohio, 44124, (216) 514-2673
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 29,1998
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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 Rules 13d-
l(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.
*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).
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CUSIP NO. 703578 10 4 PAGE 2 OF 5 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Martin S. Winick
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 190,833
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
190,833
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,833
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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.
(a) Martin S. Winick (the "Reporting Person")
(b) 29449 Edgedale Road
Pepper Pike, Ohio 44124
(c) Retail Securities Broker and Senior Vice President
of Private Client Services for the securities firm of:
Ladenburg Thalmann & Co;
30050 Chagrin Boulevard, Suite 300
Pepper Pike, Ohio 44124
(d) During the last five years, the Reporting Person has
not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person
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) The Reporting Person 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 July 18, 1995, the Reporting Person was granted an option
to purchase 3,000 shares of Common Stock pursuant to the Issuer's
1994 Directors' Stock Option Plan. At this time, the option is
vested and unexercised with respect to 3,000 shares of Common
Stock.
On July 1, 1996, the Reporting Person was granted an option
from Paul S. Endy, Jr. Living Trust to purchase 185,000 shares of
Common Stock. One-third of the option vests each year over a
three-year period, with the first installment vesting on June 30,
1997. At this time, the option is vested and unexercised with
respect to 123,333 shares of Common Stock.
On July 29, 1996, the Reporting Person was granted an option
pursuant to the Issuer's 1994 Long-Term Incentive Plan to
purchase 150,000 shares of Common Stock. Twenty-five
percent of the option vested at the time of the
grant, and twenty-five percent vests each year over a
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<PAGE>
period of three years with the first installment vesting on
July 29, 1997. At this time, the option is vested and
unexercised with respect to 64,500 shares of Common Stock.
At this time, the Reporting Person has, in the aggregate
vested and unexercised options for the purchase of 190,833 shares
of Common Stock.
ITEM 5. INTERESTS IN THE SECURITIES OF THE ISSUER.
(a) On the date hereof, the Reporting Person holds a
beneficial interest in 190,833 shares of Common Stock
as a result of his ownership of vested and unexercised
options to purchase Common Stock. This amount
constitutes approximately 5.2% of the Common Stock
issued and outstanding as of November 17, 1998.
(b) The Reporting Person has the sole power to vote or
direct the vote, and sole power to dispose of or direct
the disposition of, with regard to all shares
beneficially owned by him.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
See Items 4 and 5(a) above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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<PAGE>
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.
/s/ Martin S. Winick
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MARTIN S. WINICK
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