-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MMvuHn4yKc+V339qnHVfPVLE2ErkoGbfu8uBuEbMdKvdb323OwyIGQxKBwDwjUNb LRYSx5sUTnAkULZJXCNR7w== 0001010549-96-000129.txt : 19960629 0001010549-96-000129.hdr.sgml : 19960629 ACCESSION NUMBER: 0001010549-96-000129 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960627 SROS: NONE GROUP MEMBERS: A. KEITH WEBER GROUP MEMBERS: BLAYLOCK RONALD D GROUP MEMBERS: EDWIN HUGH HAWES, II GROUP MEMBERS: HAWES PARTNERS GROUP MEMBERS: INTERNATIONAL TOURS, INC. GROUP MEMBERS: IT FINANCIAL CORPORATION GROUP MEMBERS: RONALD D. BLAYLOCK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN GAMING & ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000029952 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 752571032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46245 FILM NUMBER: 96587187 BUSINESS ADDRESS: STREET 1: 777 EAST 15TH STREET CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: 2144239113 MAIL ADDRESS: STREET 2: 777 EAST 15TH STREET CITY: PLANO STATE: TX ZIP: 75074 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN NATURAL GAS CO/DE/ DATE OF NAME CHANGE: 19940324 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLAYLOCK RONALD D CENTRAL INDEX KEY: 0001017234 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5810 E SKELLY DR SUITE 1800 CITY: TULSA STATE: OK ZIP: 74135 MAIL ADDRESS: STREET 2: 5810 E SKELLY DR SUITE 1800 CITY: TULSA STATE: OK ZIP: 74135 SC 13D 1 Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment ___________)* NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION ----------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share ----------------------------------------------------------- (Title of Class of Securities) 656863 10 7 ----------------------------------------------------------- (CUSIP Number) Ronald D. Blaylock, 5810 E. Skelly Drive, Suite 1800, Tulsa, Oklahoma 74135 With a copy to: Mike Parsons, Esq., Glast, Phillips & Murray, P.C. 13355 Noel Road, 2200 One Galleria Tower, Dallas, Texas 74240 ------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 10, 1996 --------------------------------------------------------- (Date of Event which Requires Filing of this Settlement) 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. Check the following box if a fee is being paid with the statement. [X] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D CUSIP No. 656863 10 7 Page 2 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON International Tours, Inc. ID #73-1320523 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma Number of 7 SOLE VOTING POWER Shares 12,934,106 Beneficially Owned by 8 SHARED VOTING POWER Each Reporting 9 SOLE DISPOSITIVE POWER Person 12,934,106 With 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,934,106 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 656863 10 7 Page 3 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON I.T. Financial Corporation ID# 48-0769428 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma Number of 7 SOLE VOTING POWER Shares 192,326 Beneficially Owned by 8 SHARED VOTING POWER Each 12,934,106 Reporting Person 9 SOLE DISPOSITIVE POWER With 192,326 10 SHARED DISPOSITIVE POWER 12,934,106 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,126,432 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.7% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 656863 10 7 Page 4 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hawes Partners ID# Applied For 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma Number of 7 SOLE VOTING POWER Shares Beneficially Owned by 8 SHARED VOTING POWER Each 13,126,432 Reporting Person 9 SOLE DISPOSITIVE POWER With 10 SHARED DISPOSITIVE POWER 13,126,432 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,126,432 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.7% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 656863 10 7 Page 5 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edwin Hugh Hawes II ID# ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 Number of 7 SOLE VOTING POWER Shares 2,334 Beneficially Owned by 8 SHARED VOTING POWER Each 13,126,432 Reporting Person 9 SOLE DISPOSITIVE POWER With 2,334 10 SHARED DISPOSITIVE POWER 13,126,432 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,128,766 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.7% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 656863 10 7 Page 6 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON A. Keith Weber ID# ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 Number of 7 SOLE VOTING POWER Shares 93,729 Beneficially Owned by 8 SHARED VOTING POWER Each 13,126,432 Reporting Person 9 SOLE DISPOSITIVE POWER With 93,729 10 SHARED DISPOSITIVE POWER 13,126,432 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,220,161 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 656863 10 7 Page 7 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald D. Blaylock ID# ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 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 Number of 7 SOLE VOTING POWER Shares 5,834 Beneficially Owned by 8 SHARED VOTING POWER Each 13,126,432 Reporting Person 9 SOLE DISPOSITIVE POWER With 5,834 10 SHARED DISPOSITIVE POWER 13,126,432 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,132,266 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.7% 14 TYPE OF REPORTING PERSON* IN Page 8 of 14 ITEM 1. SECURITY AND ISSUER. Common stock, par value $.01 per share (the "Common Stock"), of North American Gaming and Entertainment Corporation (the "Issuer"), 777 East 15th Street, Plano, Texas 75074. ITEM 2. IDENTIFY AND BACKGROUND. (a) The names of the persons filing this statement are: (i) International Tours, Inc., an Oklahoma corporation ("International Tours"); (ii) I.T. Financial Corporation, an Oklahoma corporation ("ITFC"); (iii) Hawes Partners, an Oklahoma general partnership ("Partners"); (iv) Edwin Hugh Hawes II ("Hawes"); (v) A. Keith Weber ("Weber"); and (vi) Ronald D. Blaylock ("Blaylock") (b) The principal business address of the entities, and the residence address of the natural persons, listed in (a), above, are as follows: (i) International Tours - 5810 E. Skelly Drive, Suite 1800 Tulsa, Oklahoma 74135 (ii) ITFC - 5810 E. Skelly Drive, Suite 1800 Tulsa, Oklahoma 74135 (iii) Partners - 5810 E. Skelly Drive, Suite 1800 Tulsa, Oklahoma 74135 (iv) Hawes - Shangri-La Vista Tower Route 3 Afton, Oklahoma 74331 (v) Weber - 2411 W. 59th Street Mission Hills, Kansas 66208 (vi) Blaylock - 7638 S. Kingston Place Tulsa, Oklahoma 74136 (c) The principal business of the entities, and the principal occupation of the natural persons, listed in (a), above, are as follows: (i) International Tours - services a network of independently owned travel agencies. (ii) ITFC - is involved in the travel agency business through its ownership of International Tours and other subsidiaries. (iii)Partners - is involved in the travel agency business through its ownership of stock in International Tours and ITFC. (iv) Hawes - the principal occupation of Hawes is Chairman of the Board of International Tours. Page 9 of 14 (v) Weber - the principal occupation of Weber is Chairman of the Board of Midland Properties, Inc., a real estate development and management company whose principal office address is 2001 Shawnee Mission Parkway, Shawnee Mission, Kansas 66205. (vi) Blaylock - the principal occupation of Blaylock is President of International Tours and President of two former subsidiaries of International Tours acquired by the Issuer on June 10, 1996, GalaxSea Cruises and Tours, Inc. and IT Cruise, Inc. Currently, the principal office of each of these subsidiaries is the same as for International Tours. (d) None of the persons filing this report identified in subparagraph (a), above, has, during the past five years, been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors). (e) None of the persons filing this report identified in subparagraph (a), above, has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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) Each of International Tours and ITFC is an Oklahoma corporation; Partners is an Oklahoma general partnership; and each of Hawes, Weber and Blaylock are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS, OR OTHER CONSIDERATION. On June 10, 1996, the Issuer acquired 100% of the issued and outstanding capital stock of GalaxSea Cruises and Tours, Inc. ("GalaxSea") and IT Cruise, Inc. ("IT Cruise") from International Tours (the "Acquisition"). Both corporations had previously been wholly-owned subsidiaries of International Tours. In connection with the Acquisition, the Issuer issued to International Tours 4,934,106 shares of Common Stock and 8,000,000 shares of Series B Convertible Preferred Stock ("Series B Preferred Stock"). The 8,000,000 shares of Series B Preferred Stock are entitled to one vote for each share issued and they vote together with the Common Stock as one class, and not as a separate class, and are convertible into 8,000,000 shares of Common Stock. As a result of the Acquisition, International Tours owns approximately 44% of the voting stock (Common Stock and Series B Preferred Stock combined as one class) of the Issuer. ITEM 4. PURPOSE OF TRANSACTION. The shares of Common Stock and Series B Preferred Stock acquired pursuant to the Acquisition were acquired for investment purposes. International Tours intends to review its investment in the Issuer on a continuing basis and will take such actions as its deems appropriate Page 10 of 14 to preserve and enhance the value of its investment. Depending on International Tours' evaluation of a variety of factors and future developments, including, without limitation, the Issuer's business and prospects, market prices of the Common Stock, availability and alternative uses of funds, as well as general and economic conditions, International Tours and the reporting persons reserve the right to acquire additional shares of Common Stock, to dispose of some or all of their shares of Common Stock or Series B Preferred Stock or to formulate other purposes, plans or proposals regarding the Issuer to the extent deemed advisable by them. The Issuer has the right to call for conversion its 1,300,000 outstanding shares of Class A Preferred Stock, which is convertible into 8,240,000 shares of Common Stock, and in the event of any such call and conversion, International Tours, as part of the Acquisition, has anti-dilution protection and will, upon the issuance of such shares of Common Stock to the former holders of Class A Preferred Stock, be entitled to an additional 5,452,854 shares of Common Stock without further consideration, in order to maintain its percentage ownership of voting stock at 44%. Except as set forth above, neither International Tours nor the other reporting persons have any present plans or proposals which relate to or would result in any matter of the type described in clauses (a) - (j) of Item 4 of Schedule 13D. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) International Tours owns of record and beneficially the 4,934,106 shares of Common Stock and 8,000,000 shares of Series B Preferred Stock issued by the Issuer in connection with the Acquisition. For purposes of this Schedule 13D, the Series B Preferred Stock is treated the same as Common Stock and is deemed to be outstanding Common Stock for purposes of computing percentages and other information provided herein. ITFC beneficially owns approximately 49.38% of the outstanding shares of International Tours and Partners beneficially owns approximately 48.14% of the outstanding shares of International Tours. Moreover, Partners beneficially owns approximately 65% of the outstanding shares of ITFC. Each of Hawes, Weber and Blaylock own one-third of Partners. Consequently, the 12,934,106 shares of Common Stock and Series B Preferred Stock owned of record and beneficially by International Tours may also be deemed to be beneficially owned by each of ITFC, Partners, Hawes, Weber and Blaylock. In addition to the 12,934,106 shares of Common Stock and Series B Preferred Stock owned of record by International Tours and which may be deemed to be beneficially owned by ITFC, ITFC owns of record and beneficially 192,326 shares of Common Stock, resulting in total beneficial ownership of 13,126,432 shares of the Issuer. These shares may be deemed to be beneficially owned by each of Partners, Hawes, Weber and Blaylock. Partners does not directly own any shares of the Issuer. In addition to the 13,126,432 shares of Common Stock and Series B Preferred Stock which may be deemed to be beneficially owned by Hawes through his one-third partner interest in Partners, Hawes owns of record and beneficially 2,334 shares of Common Stock. Page 11 of 14 In addition to the 13,126,432 shares of Common Stock and Series B Preferred Stock which may be deemed to be beneficially owned by Weber through his one-third partner interest in Partners, Weber owns of record and beneficially 93,729 shares of Common Stock. In addition to the 13,126,432 shares of Common Stock and Series B Preferred Stock which may be deemed to be beneficially owned by Blaylock through his one-third partner interest in Partners, Blaylock owns of record and beneficially 5,834 shares of Common Stock. (b) International Tours may be regarded as having the sole power to vote or to direct the vote of, or to dispose or to direct the disposition of, the shares of Common Stock and Series B Preferred Stock reported in Item 5(a), above, as owned by International Tours. ITFC may be regarded as having the shared power to vote or to direct the vote of, or to dispose or to direct the disposition of, the shares of Common Stock and Series B Preferred Stock owned of record by International Tours reported in Item 5(a), above, and may be regarded as having the sole power to vote or to direct the vote of, or to dispose or to direct the disposition of, the shares of Common Stock owned of record by it reported in Item 5(a), above. Partners may be regarded as having the shared power to vote or to direct the vote of, or to dispose or to direct the disposition of, the shares of Common Stock and Series B Preferred Stock owned of record by International Tours and ITFC reported in Item 5(a), above. Hawes may be regarded as having the shared power to vote or to direct the vote of, or to dispose or to direct the disposition of, the shares of Common Stock and Series B Preferred Stock owned of record by International Tours and ITFC reported in Item 5(a), above, and may be regarded as having the sole power to vote or to direct the vote of, or to dispose or to direct the disposition of, the shares of Common Stock owned of record by him reported in Item 5(a), above. Weber may be regarded as having the shared power to vote or to direct the vote of, or to dispose or to direct the disposition of, the shares of Common Stock and Series B Preferred Stock owned of record by International Tours and ITFC reported in Item 5(a), above, and may be regarded as having the sole power to vote or to direct the vote of, or to dispose or to direct the disposition of, the shares of Common Stock owned of record by him reported in Item 5(a), above. Blaylock may be regarded as having the shared power to vote or to direct the vote of, or to dispose or to direct the disposition of, the shares of Common Stock and Series B Preferred Stock owned of record by International Tours and ITFC reported in Item 5(a), above, and may be regarded as having the sole power to vote or to direct the vote of, or to dispose or to direct the disposition of, the shares of Common Stock owned of record by him reported in Item 5(a) above. (c) There have been no transactions by the reporting persons in the Common Stock or Series B Preferred Stock during the past 60 days except for the Acquisition. Page 12 of 14 (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, any securities of the Issuer beneficially owned by the reporting persons as described herein. (e) Not applicable. ITEM 6. CONTRACTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as set forth in this Schedule 13D, none of the filing persons are aware of any contracts, arrangements, understandings or relationships (legal or otherwise) among themselves or between any of such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Joint Filing Agreement among the filing persons. Page 13 of 14 SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 19, 1996 INTERNATIONAL TOURS, INC. By: /s/ Ronald D. Blaylock Ronald D. Blaylock, President Dated: June 19, 1996 IT FINANCIAL CORPORATION By: /s/ Ronald D. Blaylock Ronald D. Blaylock, President Dated: June 19, 1996 HAWES PARTNERS By: /s/ Ronald D. Blaylock Ronald D. Blaylock, General Partner By: /s/ Edwin Hugh Hawes, II Edwin Hugh Hawes, II, General Partner By: /s/ A. Keith Weber A. Keith Weber, General Partner Dated: June 19, 1996 /s/ Edwin Hugh Hawes, II Edwin Hugh Hawes, Individually Dated: June 19, 1996 /s/ A. Keith Weber A. Keith Weber, Individually Dated: June 19, 1996 /s/ Ronald D. Blaylock Ronald D. Blaylock, Individually Page 14 of 14 Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f), the undersigned hereby execute this Joint Filing Agreement with respect to filing of a Schedule 13D with respect to North American Gaming and Entertainment Corporation, and declare that such statement is filed on behalf of each of the undersigned. Dated: June 19, 1996 INTERNATIONAL TOURS, INC. By: /s/ Ronald D. Blaylock Ronald D. Blaylock, President Dated: June 19, 1996 IT FINANCIAL CORPORATION By: /s/ Ronald D. Blaylock Ronald D. Blaylock, President Dated: June 19, 1996 HAWES PARTNERS By: /s/ Ronald D. Blaylock Ronald D. Blaylock, General Partner By: /s/ Edwin Hugh Hawes, II Edwin Hugh Hawes, II, General Partner By: /s/ A. Keith Weber A. Keith Weber, General Partner Dated: June 19, 1996 /s/ Edwin Hugh Hawes, II Edwin Hugh Hawes, Individually Dated: June 19, 1996 /s/ A. Keith Weber A. Keith Weber, Individually Dated: June 19, 1996 /s/ Ronald D. Blaylock Ronald D. Blaylock, Individually -----END PRIVACY-ENHANCED MESSAGE-----