-----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, WaQt0TAZISFOQ16Mg4U+e2DrfpPwkw3hN102a4wAvkRx1OKUZC9nwt+LORExnf5w r1Om3Sx58JU15naMfe3F1A== 0000950144-99-011375.txt : 19990924 0000950144-99-011375.hdr.sgml : 19990924 ACCESSION NUMBER: 0000950144-99-011375 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990923 GROUP MEMBERS: 10 WESTPARK CORPORATION GROUP MEMBERS: FALGOUT TILMAN J III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GROUP INC /TX/ CENTRAL INDEX KEY: 0000799850 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 630851141 STATE OF INCORPORATION: TX FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38776 FILM NUMBER: 99715608 BUSINESS ADDRESS: STREET 1: 4040 N. MACARTHUR BLVD. STREET 2: SUITE 100 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 9727173423 MAIL ADDRESS: STREET 1: 4040 N. MACARTHUR BLVD. STREET 2: SUITE 100 CITY: IRVING STATE: TX ZIP: 75038 FORMER COMPANY: FORMER CONFORMED NAME: CROWN CASINO CORP DATE OF NAME CHANGE: 19931104 FORMER COMPANY: FORMER CONFORMED NAME: SKYLINK AMERICA INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FALGOUT TILMAN J III CENTRAL INDEX KEY: 0001044647 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O CROWN CASINO CORP STREET 2: 4040 N MACARTHUR BLVD SUITE 100 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 9727173423 MAIL ADDRESS: STREET 1: C/O CROWN CASINO CORP STREET 2: 4040 N MACARTHUR BLVD SUITE 100 CITY: IRVING STATE: TX ZIP: 75038 SC 13D/A 1 CROWN GROUP, INC. 1 SCHEDULE 13D - INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A).* - ---------------- * As amended by Releases No 34-15457, dated January 4, 1979, effective February 14, 1979 (as corrected by Release No 34-15457A, dated February 25, 1979) and No 34-14384, dated November 29, 1979, effective January 5, 1980. - Editor. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO 2)* CROWN GROUP, INC. (FORMERLY CROWN CASINO CORPORATION) (Name of Issuer) COMMON STOCK, $.01 PAR VALUE ----------------------------- (Title of Class of Securities) 228359-10-5 ------------- (CUSIP Number) TERRY FERRARO SCHWARTZ, ESQ. SMITH, GAMBRELL & RUSSELL, LLP 1230 PEACHTREE STREET, N.E. SUITE 3100 ATLANTA, GEORGIA 30309-3592 (404) 815-3731 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST, 1999 ------------------------------------------------------- (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 [ ]. Check the following box if a fee is being paid with this statement [ ]. (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 period. 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 and 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 pages) Page 1 of 6 Pages 2 CUSIP NO. 228359-10-5 13D PAGE 2 OF 6 PAGES --------------------- -------- -------- 1. NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSON 10 WESTPARK CORPORATION --------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] N/A --------------------------------------------------------------------- 3. SEC USE ONLY --------------------------------------------------------------------- 4. SOURCE OF FUNDS* 00 --------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING [ ] IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) N/A --------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES --------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 400,000 SHARES -------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 400,000 -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 -------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 --------------------------------------------------------------------- 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) 4.1% --------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO 228359-10-5 13D PAGE 3 OF 6 PAGES --------------------- -------- -------- 15. NAMES OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSON TILMAN J. FALGOUT, III --------------------------------------------------------------------- 16. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] N/A --------------------------------------------------------------------- 17. SEC USE ONLY --------------------------------------------------------------------- 18. SOURCE OF FUNDS* OO --------------------------------------------------------------------- 19. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING [ ] IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) N/A --------------------------------------------------------------------- 20. CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS --------------------------------------------------------------------- 21. SOLE VOTING POWER NUMBER OF 659,000 SHARES -------------------------------------------------------- BENEFICIALLY 22. SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------------- REPORTING 23. SOLE DISPOSITIVE POWER PERSON WITH 659,000 -------------------------------------------------------- 24. SHARED DISPOSITIVE POWER 0 -------------------------------------------------------- 25. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 659,000 --------------------------------------------------------------------- 26. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] N/A --------------------------------------------------------------------- 27. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% --------------------------------------------------------------------- 28. TYPE OF REPORTING PERSON* IN --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 AMENDMENT NO 2 TO SCHEDULE 13D OF CROWN GROUP, INC. This filing constitutes Amendment No. 2 to the Schedule 13D filed by 10 Westpark Corporation and Tilman J. Falgout, III, with respect to the $.01 par value common stock of Crown Group, Inc. (the "Company"). The following items of Schedule 13D are hereby amended: ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Since the filing of Amendment No. 1 to this Schedule 13D, Mr. Falgout has been granted additional stock options to purchase the common stock of the Company, which has caused his beneficial ownership to increase. ITEM 4. PURPOSE OF TRANSACTION. Since the filing of Amendment No. 1 to this Schedule 13D, Mr. Falgout has been granted additional stock options to purchase shares of the common stock of the Company. As a result of the option grants and a change in the number of outstanding shares, Mr. Falgout's percentage ownership in the Company has increased. The number of outstanding shares of the Company as of September 21, 1999 was approximately 9,711,296. The shares acquired by 10 Westpark Corporation and Mr. Falgout have been acquired for investment purposes only. Neither of the reporting persons has any plan or proposal which relates to or would result in any of the actions enumerated in Item 4 of Schedule 13D. However, Mr. Falgout is an executive officer and a director of the Company and as such, Mr. Falgout does exercise influence over the management and operations of the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) 10 Westpark Corporation beneficially owns 400,000 shares of Common Stock of the Issuer, or 4.1% of the outstanding shares of Common Stock of the Company. Mr. Falgout beneficially owns 659,000 shares of Common Stock of the Issuer, or 6.6% of the outstanding shares, including 242,500 shares subject to presently exercisable stock options. (b) 10 Westpark Corporation has sole voting and investment powers with respect to the 400,000 shares owned by it; however, Mr. Falgout, as President of 10 Westpark Corporation, exercises voting and investment powers on behalf of such corporation. Mr. Falgout has sole voting and investment with respect to an aggregate of 659,000 shares. (c) Mr. Falgout reported the following transactions since the most recent filing on Schedule 13D: Page 4 of 6 5 (i) On December 30, 1998, Mr. Falgout was granted stock options to purchase 125,000 shares of common stock at an exercise price of $5.50 per share, 20% of which vested immediately and 80% of which vests in equal increments over four years from the date of grant. (d) Not applicable. (e) 10 Westpark Corporation ceased to be the beneficial owner of more than 5% of the outstanding shares of common stock of the Company more than one year ago, and is therefore no longer required to report on this Schedule. Page 5 of 6 6 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. 10 WESTPARK CORPORATION Date: September 22, 1999 By: /s/ Tilman J. Falgout, III ------------------------------- Tilman J. Falgout, III President Date: September 22, 1999 /s/ Tilman J. Falgout, III ------------------------------- Tilman J. Falgout, III Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----