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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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
------------------------------------------
(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)
April 10, 1999
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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 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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SCHEDULE 13D
CUSIP NO. 703578 10 4 PAGE 2 OF 7 PAGES
----------------- ----- -----
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eric P. Endy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
N/A (b) [ ]
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
1,944,467
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 6,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,944,467
PERSON
WITH 10 SHARED DISPOSITIVE POWER
6,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,950,467
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
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SCHEDULE 13D
CUSIP NO. 703578 10 4 PAGE 3 OF 7 PAGES
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1 NAME OF REPORTING PERSON
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) [ ]
N/A (b) [ ]
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
Unites States of America
7 SOLE VOTING POWER
1,640,912
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,640,912
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,640,912
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)
47.2%
14 TYPE OF REPORTING PERSON*
00
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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.
2. (a) Eric P. Endy ("Eric Endy")
(b) 1700 Industrial Road
Las Vegas, Nevada 89102
(c) Chairman of the Board, President, Chief Executive
Officer and Director of the Issuer
(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.
3. (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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Paul S. Endy, Jr. ("Paul Endy") died on April 10, 1999 and
Eric Endy was appointed executor of Paul Endy's estate. As
previously reported, Eric Endy was appointed successor trustee
Page 4 of 7 Pages
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of the Endy Trust, the owner of 1,640,912 shares of Common Stock,
on November 12, 1998 due to the then health condition of Paul
Endy. Eric Endy is the sole beneficiary under the Endy Trust.
ITEM 5. INTERESTS IN THE SECURITIES OF THE ISSUER.
ERIC ENDY
1. (a) On April 10, 1999, Eric Endy held a beneficial
interest in a total of 1,950,467 shares of Common
Stock, including: (i) 113,555 shares held directly;
(ii) 72,000 shares subject to a vested and
unexercised option; (iii) 1,640,912 shares held
as trustee of the Endy Trust; (iv) 100,000 shares
subject to a vested and unexercised option in
the name of Paul Endy (the "Endy Option"); (v)
18,000 shares held as co-trustee of the Daren
Chang Trust, the Nevin Chao Trust, and the Celine
Chin Trust; and (vi) 6,000 shares held by Eric
Endy's spouse. The Endy Option expires on July 9,
1999. The Common Stock beneficially owned by Eric
Endy constitutes approximately 53.5% of Common
Stock issued and outstanding as of April 10, 1999.
In May 1999, the Endy Trust sold 30,000 shares in
open market transactions for liquidity purposes of
the Endy Trust. As a result, Eric Endy held a
beneficial interest in a total of 1,920,467 shares,
constituting approximately 52.6% of Common Stock
issued and outstanding as of May 31, 1999.
(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.
THE ENDY TRUST
2. (a) On April 10, 1999, the Endy Trust holds a direct
beneficial interest in 1,640,912 shares of Common
Stock, or approximately 47.2% of Common Stock issued
and outstanding as of April 10, 1999. In May 1999,
the Endy Trust sold 30,000 shares in open market
transactions for liquidity purposes, reducing the
Endy Trust's ownership to 1,610,912 shares, or 46.3%
of Common Stock issued and outstanding as of May 31,
1999.
(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.
Page 5 of 7 Pages
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(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
THE ENDY TRUST
The following is a list of outstanding options to
purchase an aggregate of 225,000 shares of Common Stock
that were granted 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); and Griselda
Valenzuela (10,000 shares).
ERIC ENDY
See Items 3, 4, 5 and 6 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
Page 6 of 7 Pages
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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 8th day of June, 1999.
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
Page 7 of 7 Pages
