-----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, NW58NPELT+2pu/ooFCmljgU1CNLseHYcFcxbquz9xgRCmUnUsB2oleJ67Vaua4Ko 2SrO6CsTqV8A1eF22YY+pQ== 0001019056-01-000034.txt : 20010123 0001019056-01-000034.hdr.sgml : 20010123 ACCESSION NUMBER: 0001019056-01-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LATIN AMERICAN CASINOS INC CENTRAL INDEX KEY: 0000880242 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 650159115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56667 FILM NUMBER: 1510419 BUSINESS ADDRESS: STREET 1: 2000 NE 164TH ST CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33162 BUSINESS PHONE: 3057561000 MAIL ADDRESS: STREET 1: 2000 NE 164TH ST CITY: N MIAMI BEACH STATE: FL ZIP: 33162 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LATIN AMERICAN CASINOS INC CENTRAL INDEX KEY: 0000880242 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 650159115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2000 NE 164TH ST CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33162 BUSINESS PHONE: 3057561000 MAIL ADDRESS: STREET 1: 2000 NE 164TH ST CITY: N MIAMI BEACH STATE: FL ZIP: 33162 SC 13D/A 1 0001.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Latin American Casinos, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.00067 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 5127W103 - -------------------------------------------------------------------------------- (CUSIP Number) Mr. David Matteson Augustine Capital Management, LLC 141 W. Jackson Suite 2182 Chicago, IL 60604 (312) 427-5461 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 22, 2000 - -------------------------------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box. [ ] SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 5127W103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Augustine Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 shares EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 shares WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,121,234 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 2 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 5127W103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Augustine Capital Management, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 shares EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 shares WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,121,234 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 3 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 5127W103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John T. Porter - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,761,949 shares EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 shares WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,761,949 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,121,234 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 4 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 5127W103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Brian D. Porter - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 285,714 shares SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,761,949 shares EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 285,714 shares WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,761,949 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,121,234 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 5 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 5127W103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Thomas Duszynski - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,761,949 shares EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 shares WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,761,949 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,121,234 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 6 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 5127W103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) David R. Asplund - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,761,949 shares EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 shares WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,761,949 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,121,234 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 7 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 5127W103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Devenshire Management Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 shares EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 shares WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,475,117 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 8 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 5127W103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Todd Sanders - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,475,117 shares SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 shares EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,475,117 shares WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,475,117 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 9 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 5127W103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) William C. Bossung - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,589,403 shares SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 shares EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1, 589, 403 shares WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,589,403 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 10 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 5127W103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Alliance Financial Network, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 shares SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 shares EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 shares WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,589,403 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 11 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 5127W103 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) David M. Matteson - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 73,571 shares SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,761,949 shares EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 73,571 shares WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,761,949 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,121,234 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 12 This is Amendment No. 1 to the Schedule 13D (the "Original 13D") filed jointly by Augustine Capital Management, LLC ("Augustine Capital"), Augustine Fund, LP ("Augustine Fund"), John T. Porter, Brian D. Porter, Thomas Duszynski, David R. Asplund and (as of this Amendment No. 1) David M. Matteson, with respect to the shares of Common Stock beneficially owned by the foregoing entities (collectively, the "Augustine Entities"); Devenshire Management Corporation ("Devenshire Management") and Todd Sanders (collectively, the "Devenshire Entities"), with respect to the shares of Common Stock beneficially owned by the Devenshire Entities; and William C. Bossung (and, as of this Amendment No. 1, Alliance Financial Network Inc. ("Alliance") (collectively, the "Alliance Entities")) with respect to the shares of Common Stock beneficially owned by the Alliance Entities. The following items in the Original 13D are amended to read in their entirety as follows: ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Schedule 13D relates is the common stock, par value $.00067 per share ("Common Stock"), of Latin American Casinos, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 2000 NE 164th Street, North Miami Beach, Florida 33162. The joint filing agreement of the persons filing this Schedule 13D is attached as Exhibit 1. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) This statement is filed by the Augustine Entities with respect to the shares of Common Stock beneficially owned by the Augustine Entities, all of which Common Stock is held in the name of Augustine Fund. Augustine Capital is the general partner of Augustine Fund. The controlling members, directors and officers of Augustine Capital are John T. Porter, Brian D. Porter, Thomas Duszynski, David R. Asplund and David M. Matteson. The business address of each of the Augustine Entities is 141 W. Jackson, Suite 2182, Chicago, IL 60604. The principal employment of John T. Porter, Brian D. Porter and Thomas Duszynski is investing in securities, conducted through Augustine Capital and Augustine Fund. The principal employment of David R. Asplund is trading securities. The principal employment of David M. Matteson is as an officer of certain of the Augustine Entities. Augustine Capital is a Delaware limited liability company and Augustine Fund is an Illinois limited partnership. This statement is filed by the Devenshire Entities with respect to the shares of Common Stock beneficially owned by the Devenshire Entities, all of which Common Stock is held in the name of Devenshire Management. The business address of each of the Devenshire Entities is 19800 MacArthur Boulevard, Suite 580, Irvine, California 92612. Mr. Sanders is self-employed as a consultant. This statement is filed by the Alliance Entities with respect to the shares of Common Stock beneficially owned by the Alliance Entities. The business address of each of the Alliance Entities is 9800 Camden Hills Avenue, Las Vegas, Nevada 89145. Mr. Bossung is self-employed as a consultant. 13 (d) During the past five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no Reporting Person (a) has 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) All of the individuals who are Reporting Persons are citizens of the United States. Collectively the foregoing entities are the "Reporting Persons." As a result of the acquisition of the securities set forth on this Schedule 13D, the Reporting Persons may be deemed to have formed a "group" with each other. Each of the Reporting Persons expressly declares that the filing of this Schedule 13D shall not be construed as an admission by any of them that it has formed any such group. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The amount of funds expended to date by Augustine Fund to acquire the 804, 806 shares of Common Stock it currently holds in its name and the Issuer's 6% Convertible Debentures it owns is $1,736,056. Such funds were provided from Augustine Fund's available capital. The amount of funds expended to date by Brian D. Porter to acquire the Issuer's 6% Convertible Debentures he owns is $500,000. Such funds were provided from Mr. Porter's available capital. The amount of funds expended to date by David M. Matteson to acquire the Issuer's 6% Convertible Debentures he owns is $50,000. Such funds were provided from Mr. Matteson's available capital. The amount of funds expended to date by Devenshire Management to acquire the 514,403 shares of Common Stock, the 125,000 publicly traded warrants of the Issuer, the $150,000 of the Issuer's 6% Convertible Debentures and the additional warrants to purchase 750,000 shares of Common Stock it currently holds in its name (except for 20,000 of these warrants which are in the name of The Zachary Todd Sanders Trust, Zachary Todd Sanders is the son of Todd Sanders) is $676,388. Such funds were provided from Devenshire Management's available capital. The amount of funds expended to date by the Alliance Entities to acquire the 414,403 shares of Common Stock, the 125,000 publicly traded warrants of the Issuer and the $350,000 of the Issuer's 6% Convertible Debentures Mr. Bossung currently holds in his name, and the 100,000 shares of Common Stock and the warrants to purchase 750,000 shares of Common Stock Alliance holds in its name, is $876,388. Such funds were provided from Mr. Bossung's and Alliance's available capital. 14 ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons acquired the shares of Common Stock beneficially owned by the Reporting Persons with the intent to exercise control of the Issuer. Mr. Sanders has recently been appointed to the Issuer's Board of Directors and elected chief executive officer of the Issuer and Mr. Bossung has recently been appointed to the Issuer's Board of Directors and elected chief operating officer of the Issuer. Although Mr. Sanders, Mr. Bossung and the Augustine Entities have no formal arrangements with respect to control of the Issuer, at the present time Mr. Sanders and Mr. Bossung, as well as the Augustine Entities in their capacity as stockholder, contemplate working together to implement policies that they believe are in the best interests of the Issuer and its stockholders. Mr. Sanders, Mr. Bossung and the Augustine Entities intend to work together to formulate an ongoing business model with respect to the Issuer. Such policies may include sale of all or substantially all of the Issuer's assets, merger with another entity, or similar transactions. As a result, Mr. Sanders, Mr. Bossung and the Augustine Entities are currently contemplating various material changes in the business of the Issuer; however, no specific plans have been finalized for any specific such change. Each Reporting Person may make further purchases of shares of Common Stock. Reporting Persons may dispose of any or all the shares of Common Stock held by them, although they have no current intention to do so. Except as noted in this Schedule 13D, no Reporting Person has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item (4) of Schedule 13D. Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 3,296,600, reported as the number of outstanding shares as of November 14, 2000, on a Form 10-Q for the period ended September 30, 2000, plus certain additional issuances known to the Reporting Persons to have occurred since that time. All purchases and sales of Common Stock reported herein were made in private transactions. Each of the Augustine Entities disclaims beneficial ownership of shares of Common Stock held by the Devenshire Entities or the Alliance Entities. Each of the Devenshire Entities disclaims beneficial ownership of shares of Common Stock held by the Augustine Entities or the Alliance Entities. Each of the Alliance Entities disclaims beneficial ownership of shares of Common Stock held by the Augustine Entities or the Devenshire Entities. (A) Augustine Capital (a)-(b) See cover page. 15 (c) Augustine Capital has effected no transactions in the Common Stock (other than through Augustine Fund). (d) Decisions regarding the Common Stock with respect to Augustine Capital, the general partner of Augustine Fund, are made by the controlling members, directors and officers of Augustine Capital, all of whom are John T. Porter, Brian D. Porter, Thomas Duszynski, David R. Asplund and David M. Matteson. (e) N/A. (B) Augustine Fund (a)-(b) See cover page. (c) On December 7, 2000, Augustine Fund exercised an option to acquire 325,000 shares of Common Stock at $1.25 per share from a third party; such shares were issued by the Issuer to the third party and re-sold to Augustine Fund. On December 14, 2000, Augustine Fund purchased $800,000 of the Issuer's 6% Convertible Debentures, due June 13, 2001, convertible into common stock at $1.75 per share. (d) Decisions regarding the Common Stock with respect to Augustine Fund, the general partner of which is Augustine Capital, are made by the controlling members, directors and officers of Augustine Capital, all of whom are John T. Porter, Brian D. Porter, Thomas Duszynski, David R. Asplund and David M. Matteson. (e) N/A. (C) John T. Porter (a)-(b) See cover page. (c) John T. Porter has effected no transactions in the Common Stock (other than through Augustine Fund). (d) N/A. (e) N/A. (D) Brian D. Porter (a)-(b) See cover page. 16 (c) On December 14, 2000, Brian D. Porter purchased $500,000 of the Issuer's 6% Convertible Debentures, due June 13, 2001, convertible into common stock at $1.75 per share. (d) N/A. (e) N/A. (E) Thomas Duszynski (a)-(b) See cover page. (c) Thomas Duszynski has effected no transactions in the Common Stock (other than through Augustine Fund). (d) N/A. (e) N/A. (F) David R. Asplund (a)-(b) See cover page. (c) David R. Asplund has effected no transactions in the Common Stock (other than through Augustine Fund). (d) N/A. (e) N/A. (G) Devenshire Management (a)-(b) See cover page. (c) On December 7, 2000, Devenshire Management exercised an option to acquire 162,500 shares of Common Stock at $1.25 per share from a third party; such shares were issued by the Issuer to the third party and re-sold to Devenshire Management. On or about December 12, 2000, Devenshire Management (on behalf of Todd Sanders) received from the Issuer, as consideration for Mr. Sanders's employment with the Issuer, 100,000 shares of Common Stock and additional warrants to purchase 750,000 shares of Common Stock at $1.75 per share (20,000 of these warrants which are in the name of The Zachary Todd Sanders Trust, Zachary Todd Sanders is the son of Todd Sanders). A copy of that warrant agreement is attached as Exhibit 2. On 17 December 14, 2000, Devenshire Management purchased $150,000 of the Issuer's 6% Convertible Debentures, due June 13, 2001, convertible into common stock at $1.75 per share. A copy of such debenture is attached as Exhibit 3. (d) Decisions regarding the Common Stock held in the name of Devenshire Management are made exclusively by Todd Sanders, the President of Devenshire Management. (e) N/A. (H) Todd Sanders (a)-(b) See cover page. (c) Todd Sanders has effected no transactions in the Common Stock (other than through Devenshire Management). (d) N/A. (e) N/A. (I) William C. Bossung (a)-(b) See cover page. (c) On December 7, 2000, Mr. Bossung exercised an option to acquire 162,500 shares of Common Stock at $1.25 per share from a third party; such shares were issued by the Issuer to the third party and re-sold to Mr. Bossung. On or about November 22, 2000, Mr. Bossung received from the Issuer, as consideration for Mr. Bossung's employment with the Issuer, 100,000 shares of Common Stock. On or about December 12, 2000, Mr. Bossung received from the Issuer, as consideration for Mr. Bossung's employment with the Issuer, warrants to purchase 750,000 shares of Common Stock at $1.75 per share. A copy of that warrant agreement is attached as Exhibit 2. Both of those issuances were issued in the name of Alliance. On December 14, 2000, Mr. Bossung purchased $350,000 of the Issuer's 6% Convertible Debentures, due June 13, 2001, convertible into common stock at $1.75 per share. A copy of such debenture is attached as Exhibit 3. (d) N/A. (e) N/A. 18 (J) Alliance Financial Network, Inc. (a)-(b) See cover page. (c) Alliance has effected no transactions in the Common Stock (other than through Mr. Bossung). (d) Decisions by Alliance are made exclusively by William Bossung, the President of Alliance. (e) N/A. (K) David M. Matteson (a)-(b) See cover page. (c) On or about December 12, 2000, David M. Matteson received from the Issuer, as consideration for services rendered, warrants to purchase 45,000 shares of Common Stock at $1.75 per share. A copy of that warrant agreement is attached as Exhibit 2. On December 14, 2000, Mr. Matteson purchased $50,000 of the Issuer's 6% Convertible Debentures, due June 13, 2001, convertible into common stock at $1.75 per share. A copy of such debenture is attached as Exhibit 3. (d) N/A. (e) N/A. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Delano Group Securities LLC, a Delaware limited liability company which is owned by certain of the Augustine Entities, has entered into an agreement with the Issuer to provide placement and investment banking services to the Issuer, pursuant to which it received warrants to purchase 1.5 million shares of Common Stock at $1.75 per share. A copy of that warrant agreement is attached as Exhibit 2. Certain principals of Augustine Entities may be deemed to beneficially own Common Stock issuable upon exercise of such warrant and such shares are included in the amounts of Common Stock beneficially owned by the Augustine Entities set forth on the cover pages to this Schedule 13D. Other than that Agreement, the Joint Filing Agreement filed as Exhibit 1 to this filing and as described elsewhere in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer. 19 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS NO. DESCRIPTION --- ----------- 1 Joint Filing Agreement. 2 Form of Warrant Agreements entered into between the Issuer and each of Devenshire Management, Alliance, David M. Matteson and Delano Group Securities LLC. 3 Copy of the Issuer's 6% Convertible Debentures, due June 13, 2001. 20 SIGNATURES 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. Date: January 12, 2001 AUGUSTINE FUND, L.P. By: AUGUSTINE CAPITAL MANAGEMENT, LLC General Partner By: /s/ JOHN T. PORTER -------------------------------- John T. Porter, President AUGUSTINE CAPITAL MANAGEMENT, LLC By: /s/ JOHN T. PORTER -------------------------------- John T. Porter, President DEVENSHIRE MANAGEMENT CORPORATION By: /s/ TODD SANDERS -------------------------------- Todd Sanders, President ALLIANCE FINANCIAL NETWORK, INC. By: /s/ WILLIAM BOSSUNG -------------------------------- William Bossung, President By: /s/ JOHN T. PORTER ---------------------------- John T. Porter By: /s/ BRIAN D. PORTER ---------------------------- Brian D. Porter By: /s/ THOMAS DUSZYNSKI ---------------------------- Thomas Duszynski By: /s/ DAVID R. ASPLUND ---------------------------- David R. Asplund By: /s/ TODD SANDERS ---------------------------- Todd Sanders By: /s/ WILLIAM C. BOSSUNG ---------------------------- William C. Bossung By: /s/ DAVID M. MATTESON ---------------------------- David M. Matteson 21 EX-1 2 0002.txt EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned. Date: January 12, 2001 AUGUSTINE FUND, L.P. By: AUGUSTINE CAPITAL MANAGEMENT, LLC General Partner By: /s/ JOHN T PORTER -------------------------------- John T. Porter, President AUGUSTINE CAPITAL MANAGEMENT, LLC By: /s/ JOHN T. PORTER -------------------------------- John T. Porter, President DEVENSHIRE MANAGEMENT CORPORATION By: /s/ TODD SANDERS -------------------------------- Todd Sanders, President ALLIANCE FINANCIAL NETWORK, INC. By: /s/ WILLIAM BOSSUNG -------------------------------- William Bossung, President By: /s/ JOHN T. PORTER -------------------------------- John T. Porter By: /s/ BRIAN D. PORTER -------------------------------- Brian D. Porter By: /s/ THOMAS DUSZYNSKI -------------------------------- Thomas Duszynski By: /s/ DAVID R. ASPLUND -------------------------------- David R. Asplund By: /s/ TODD SANDERS -------------------------------- Todd Sanders By: /s/ WILLIAM C. BOSSUNG -------------------------------- William C. Bossung By: /s/ DAVID M. MATTESON -------------------------------- David M. Matteson EX-2 3 0003.txt EXHIBIT 2 EXHIBIT 2 [FORM OF WARRANT AGREEMENTS] THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THERE IS AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. COMMON STOCK PURCHASE WARRANT No. 2000- To Purchase Shares of Common Stock of LATIN AMERICAN CASINOS, INC. THIS CERTIFIES that, for value received, _________ (the "HOLDER", including permitted assigns), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to December 11, 2005 (the "TERMINATION DATE") but not thereafter, to subscribe for and purchase from Latin American Casinos, Inc., a Delaware corporation (the "COMPANY"), ________ (______) shares of Common Stock (the "WARRANT SHARES"). The purchase price of one share of Common Stock (the "EXERCISE PRICE") under this Warrant shall be equal to $1.75, or the Holder may exercise this Warrant pursuant to the Cashless Exercise feature set forth in Section 3 below. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. 1. TITLE OF WARRANT. Prior to the expiration hereof and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. 2. AUTHORIZATION OF SHARES. The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 1 3. EXERCISE OF WARRANT. Exercise of the purchase rights represented by this Warrant may be made at any time or times, in whole or in part, before the close of business on the Termination Date, or such earlier date on which this Warrant may terminate as provided in paragraph 11 below, by the surrender of this Warrant and the Exercise Form annexed hereto duly executed, to the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price (or pursuant to the Cashless Exercise feature set forth below), in cash, via wire transfer or via certified check, of the shares of Common Stock thereby purchased; whereupon the holder of this Warrant shall be entitled to receive a certificate for the number of Warrant Shares so purchased. Certificates for shares purchased hereunder shall be delivered to the holder hereof within five Business Days after the date on which this Warrant shall have been exercised as aforesaid. Payment of the Exercise Price for the Warrant Shares may be by certified check or cashier's check or by wire transfer (of same day funds) to the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares being purchased. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (if applicable) and all taxes required to be paid by Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. The Holder may pay the Exercise Price in cash or pursuant to a "cashless exercise", as follows: (a) CASH EXERCISE. The Holder shall deliver immediately available funds as set forth above; (b) CASHLESS EXERCISE. The Holder shall surrender this Warrant to the Company together with a Notice of Exercise (indicating the Holder has elected the cashless exercise feature), in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows: X = Y (A-B)/A where: X = the number of Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant is being exercised. 2 A = the average of the closing bid prices of the Common Stock for the five (5) trading days immediately prior to (but not including) the date the Company receives a facsimile of the Notice of Exercise. B = the Exercise Price. For purposes of Rule 144 (as in effect as of the original issuance date of this Warrant) promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the holder of this Warrant, and the holding period for such Warrant Shares shall be deemed to have been commenced, on the original issue date of this Warrant. 4. NO FRACTIONAL SHARES OR SCRIP. No fractional shares of common stock or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of issuing fractional shares, the Company shall round up to the nearest whole share the number of Warrant Shares due upon exercise of this Warrant. 5. CHARGES, TAXES AND EXPENSES. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; PROVIDED, HOWEVER, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and PROVIDED FURTHER, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. 6. CLOSING OF BOOKS. The Company will not close its shareholder books or records in any manner that interferes with the timely exercise of this Warrant. 7. NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise thereof. Upon the surrender of this Warrant along with a Notice of Exercise, and the payment of the Exercise Price (if applicable), the Warrant Shares so purchased shall be and be deemed to be issued to such holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment. 8. ASSIGNMENT AND TRANSFER OF WARRANT. This Warrant may be assigned, divided or combined with other Warrants, in whole or in part, by the surrender of this Warrant and the Assignment Form annexed hereto duly executed at the 3 office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company); PROVIDED, HOWEVER, that this Warrant may not be resold except (i) in a transaction registered under the Securities Act, or (ii) in a transaction pursuant to an exemption, if available, from such registration and whereby, if requested by the Company, an opinion of counsel reasonably satisfactory to the Company is obtained by the holder of this Warrant to the effect that the transaction is so exempt. As to any transfer which may be involved in any division or combination of this Warrant, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 9. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The Company represents and warrants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant or stock certificate, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. 10. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday, or legal holiday. 11. ADJUSTMENTS. (a) The Company may at any time during the term of this Warrant, reduce, but not raise, the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. (b) The Exercise Price shall be adjusted as provided for in this Section (the Exercise Price, and the Exercise Price, as thereafter then adjusted, shall be included in the definition of Exercise Price) and the Exercise Price from time to time shall be further adjusted as follows: (i) The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (A) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (B) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (C) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (D) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled 4 to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (ii) In case the Company shall, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("OTHER PROPERTY"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets. 5 12. NOTICE OF ADJUSTMENT. Whenever the Exercise Price, the number of Warrant Shares, or number or kind of securities or other property purchasable upon the exercise of this Warrant, is adjusted, as herein provided, the Company shall immediately thereafter mail by registered or certified mail, return receipt requested, to the Holder a notice of such adjustment, or adjustments, signed by its President, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination hereunder), the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares after such adjustment, and setting forth computation by which such adjustment was made. Such notice, in absence of manifest error, shall be conclusive evidence of the correctness of such adjustment. 13. AUTHORIZED SHARES. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of the Company's Common Stock upon the exercise of the purchase rights under this Warrant. The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the domestic securities exchange or market upon which the Common Stock may be listed. 14. MISCELLANEOUS. (a) ISSUE DATE; CHOICE OF LAW; VENUE; JURISDICTION. The provisions of this Warrant shall be construed and shall be given effect in all respects as if it had been issued and delivered by the Company on the date hereof. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant will be construed and enforced in accordance with and governed exclusively by the laws of the State of New York, except for matters arising under the Securities Act, without reference to principles of conflicts of law. The parties consent to the exclusive jurisdiction of the U.S. District Court sitting in the Southern District of the State of New York in connection with any dispute arising under this Warrant and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. Each party hereby agrees that if the other party to this Warrant obtains a judgment against it in such a proceeding, the party which obtained such judgment may enforce same by summary judgment in the courts of any country having jurisdiction over the party against whom such judgment was obtained, and each party hereby waives any defenses available to it under local law and agrees to the enforcement of such a judgment. Each party to this Warrant irrevocably consents to the service of process in any such proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth herein. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law. Each party waives its right to a trial by jury. 6 (b) RESTRICTIONS. The holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered or if no exemption from registration exists) will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THERE IS AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT." (c) MODIFICATION AND WAIVER. This Warrant and any provisions hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. (d) NOTICES. Any notice, request or other document required or permitted to be given or delivered to the holders hereof of the Company shall be delivered or shall be sent by certified or registered mail, postage prepaid, to each such holder at its address as shown on the books of the Company or to the Company at the address set forth in the Agreement. 15. "PIGGY-BACK" REGISTRATION. In the event the Warrant Shares are not previously included in a registration statement filed by the Company with the SEC, in addition to any other registration rights the Holder may have, the Holder shall have the right to include all of the Warrant Shares (also referred to as the "REGISTRABLE SECURITIES") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the registration; PROVIDED, HOWEVER, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter of such offering, evidenced in writing, only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. 7 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized. Dated: December 12, 2000 Latin American Casinos, Inc. By: ______________________________ Jeffrey Felder, President 8 NOTICE OF EXERCISE To: Latin American Casinos, Inc. (1) The undersigned hereby elects to purchase ________ shares of Common Stock of Latin American Casinos, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any. (2) The undersigned chooses to utilize the cashless exercise feature of this Warrant and pursuant to the terms of the Warrant is entitled to receive _____ Warrant Shares upon the cashless exercise of _____ Warrant Shares. (3) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as are specified below: ------------------------------- (Name) ------------------------------- (Address) ------------------------------- Dated:______ - ------------------------------ Signature 9 ASSIGNMENT FORM (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to _______________________________________________ whose address is - ---------------------------------------------------------------. - --------------------------------------------------------------- Dated: ______________, Holder's Signature: _____________________________ Holder's Address: _____________________________ ----------------------------- Signature Guaranteed: ___________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in an fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. 10 EX-3 4 0004.txt EXHIBIT 3 EXHIBIT 3 [FORM OF DEBENTURE] No. 2000- $ USD --------- ---------- LATIN AMERICAN CASINOS, INC. 6% Convertible Debenture due June 13, 2001 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THERE IS AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. This Convertible Debenture is duly authorized issue of Convertible Debentures of Latin American Casinos, Inc., a Delaware corporation (the "Issuer"), issued on December 14, 2000 (the "Issuance Date"), and designated as its 6% Convertible Debenture due June 13, 2001 (the "Debenture"). FOR VALUE RECEIVED, the Issuer promises to pay to the registered holder hereof or its registered assigns, if any (the "Holder"), the principal sum of: United States Dollars, on or prior to June 13, 2001 (the "Maturity Date") or such earlier date this Debenture is required to be repaid by the Issuer pursuant to the terms herein, and to pay simple interest as outlined below, at the rate of six (6%) percent per annum. Accrual of interest shall commence as of the Issuance Date. Interest shall be payable by the Issuer, at the Issuer's option, in cash or in that number of shares of common stock of the Issuer (the "Common Stock") (at a price per share calculated pursuant to the conversion formula contained below), upon 1 the earlier to occur of (i) upon conversion of this Debenture into shares of Common Stock pursuant to the conversion features set forth below, or (ii) upon an Event of Default as defined below, and if an Event of Default occurs interest due hereunder shall be payable in cash or Common Stock as set forth herein at the option of the Holder. Unless otherwise agreed in writing by both parties hereto, the interest so payable will be paid to the person in whose name this Debenture (or one or more predecessor Debentures) is registered on the records of the Issuer regarding registration and transfers of the Debenture (the "Debenture Register"), provided, however, that the Issuer's obligation to a transferee of this Debenture arises only if such transfer, sale or other disposition is made in accordance with the terms and conditions contained in the Agreement and this Debenture. This Debenture has been issued under the terms and provisions of the Convertible Debenture Purchase Agreement dated as of December 14, 2000 between the Issuer and Holder (the "Agreement") and shall be subject to all of the terms and conditions and entitled to all of the benefits thereof. In the event the principal amount of this Debenture has not been repaid by the Issuer to the Holder as of the close of business on the Maturity Date, then at such time the Holder shall have the option of receiving (i) repayment of the principal amount then outstanding to the Holder in cash or cash equivalent, plus accrued and unpaid interest for this Debenture then outstanding, or (ii) Conversion Shares (as defined below) for the then remaining principal and interest outstanding. In the event the Issuer enters into a definitive agreement, the result of which is a consolidation or merger of the Issuer with or into another corporation or other entity, or the sale of all or substantially all of the Issuer's assets to another corporation or other entity, then this Debenture shall automatically convert into shares of Common Stock in accordance with Section 4 below, as if the date such agreement was executed by the parties thereto was a Conversion Date (as defined below). The Debenture is subject to the following additional provisions: 1. The Debenture is exchangeable for like Debentures in equal aggregate principal amount of authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange. 2. The Issuer shall be entitled to withhold from all payments of principal and/or interest of this Debenture any amounts required to be withheld under the applicable provisions of the U.S. Internal Revenue Code of 1986, as amended, or other applicable laws at the time of such payments. 3. This Debenture has been issued subject to investment representations of the original Holder hereof and may be transferred or exchanged only in compliance with the Securities Act and applicable state securities laws and in compliance with the restrictions on transfer provided in the Agreement. Prior to the due presentment for such transfer of this Debenture, the Issuer and any agent of the Issuer may treat the person in whose name this Debenture is duly registered on the Issuer's debenture register as the owner hereof for the purpose of receiving payment as herein provided and all other purposes, whether or not this Debenture is overdue, and neither the Issuer nor any such agent shall be affected by notice to the contrary. The transferee shall be bound, as the original Holder by the same representations and terms described herein and under the Agreement. 2 4. The Holder of this Debenture is entitled, at its option, at any time commencing on the date hereof up until the Maturity Date, the principal amount of this Debenture or any portion thereof, into shares of fully paid and non assessable Common Stock of the Issuer ("Conversion Shares") at a conversion price for each Conversion Share ("Conversion Price") equal to $1.75. The number of Conversion Shares due to the Holder is to be derived from dividing the Conversion Amount by the Conversion Price. For purposes of this Debenture, the "Conversion Amount" shall mean the principal dollar amount of the Debenture being converted. In the event the principal amount of this Debenture has not been repaid by the Issuer to the Holder (in the manner set forth in the first sentence of this Section 4) as of the close of business on the Maturity Date, then at such time the Issuer shall issue Conversion Shares for the then remaining principal amount outstanding with no requirement of a Notice of Conversion (as defined below), and the Maturity Date being deemed a Conversion Date (as defined below). The Holder may exercise its right to convert the Debenture by telecopying an executed and completed notice of conversion (the "Notice of Conversion") to the Issuer and delivering the original Notice of Conversion and the original Debenture to the Issuer by express courier. Each business day on which a Notice of Conversion is telecopied to and received by the Issuer in accordance with the provisions hereof shall be deemed a "Conversion Date". The Issuer will transmit the certificates representing Conversion Shares issuable upon such conversion of the Debenture (together with the certificates representing the Debenture not so converted) to the Holder via express courier, by electronic transfer (if applicable) or otherwise within five Business Days after the Conversion Date, provided, the Issuer has received the original Notice of Conversion and Debenture being so converted. If the Company has not received the original Notice of Conversion and original Debenture being converted within three Business Days after Conversion Date, then the Issuer shall transmit the certificates representing the Conversion Shares issuable upon such conversion of the Debenture (together with the certificates representing the Debenture not so converted) to the Holder via express courier, by electronic transfer (if applicable) or otherwise within five business days after receipt of the original Notice of Conversion and original Debenture being converted. The Notice of Conversion and Debenture representing the portion of the Debenture converted shall be delivered as follows: To the Issuer: Latin American Casinos, Inc. 2000 NE 164th Street North Miami Beach, FL 33162 Attention: President Facsimile: (305) 945-0288 Telephone: (305) 945-9300 3 With a copy to: The Goldstein Law Group, P.C. 65 Broadway, 10th Floor New York, NY 10006 Attention: Jeffrey M. Stein Facsimile: (212) 809-4228 Telephone: (212) 809-4220 or to such other address as may be communicated by the Issuer to the Holder in writing. The principal amount of this Debenture shall be reduced as per that principal amount indicated on the Notice of Conversion upon the proper receipt by the Holder of such Conversion Shares due upon such Notice of Conversion. 5. Upon each adjustment of the Conversion Price (as set forth below), the Holder shall thereafter be entitled to (but not obligated to) receive upon conversion of this Debenture, at the Conversion Price resulting from such adjustment, the number of shares of Common Stock obtained by (i) multiplying the Conversion Price in effect immediately prior to such adjustment by the number of shares of Common Stock receivable hereunder immediately prior to such adjustment and (ii) dividing the product thereof by the Conversion Price resulting from such adjustment. The Conversion Price shall be adjusted as follows: (i) In the case of any amendment to the Issuer's Articles of Incorporation to change the designation of the Common Stock or the rights, privileges, restrictions or conditions in respect to the Common Stock or division of the Common Stock, this Debenture shall be adjusted so as to provide that upon exercise thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such conversion, the kind and amount of shares, other securities, money and property receivable upon such designation, change or division by the Holder issuable upon such conversion had the conversion occurred immediately prior to such designation, change or division. 4 This Debenture shall be deemed thereafter to provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The provisions of this Subsection (i) shall apply in the same manner to successive reclassifications, changes, consolidations and mergers. (ii) If the Issuer shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Conversion Price in effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Price in effect immediately prior to such combination shall be proportionately increased. (iii) If any capital reorganization or reclassification of the capital stock of the Issuer, then, the Holder shall thereafter have the right to receive upon the conversion hereof upon the basis and upon the terms and conditions specified herein, such shares of stock, securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore receivable upon the conversion of this Debenture under this Section had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Conversion Price and of the number of shares of Common Stock receivable upon the conversion of this Debenture) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of equity ownership or assets thereafter deliverable upon the exercise hereof including an immediate adjustment, by reason of such consolidation or merger, of the Conversion Price to the value for the Common Stock reflected, by the terms of such consolidation or merger if the value so reflected is less than the Conversion Price in effect immediately prior to such consolidation or merger. Subject to the terms of this Debenture, in the event of a merger or consolidation of the Issuer with or into another corporation or other entity as a result of which the number of shares of common stock of the surviving corporation or other entity issuable to investors of Common Stock, is greater or lesser than the number of shares of Common Stock outstanding immediately prior to such merger or consolidation, then the Conversion Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock. If a purchase, tender or exchange offer is made to and accepted by the holders of more than fifty (50%) percent of the outstanding shares of Common Stock, the Issuer shall not effect any consolidation, merger or sale with the person having made such offer or with any affiliate of such person, unless prior to the consummation of such 5 consolidation, merger or sale the Holder shall have been given a reasonable opportunity to then elect to receive upon the conversion of this Debenture the amount of stock, securities, other evidence of equity ownership or assets then issuable with respect to the number of shares of Common Stock in accordance with such offer. (iv) In case the Issuer shall, at any time prior to conversion of this Debenture, consolidate or merge with any other corporation or other entity (where the Issuer is not the surviving entity) or transfer all or substantially all of its assets to any other corporation or other entity, then the Issuer shall cause effective provision to be made so that the Holder upon the conversion of this Debenture after the effective date of such transaction shall be entitled to receive the kind and, amount of shares, evidences of indebtedness and/or other securities or property receivable on such transaction by the Holder of the number of shares of Common Stock as to which this Debenture was convertible immediately prior to such transaction (without giving effect to any restriction upon such exercise); and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions of this Debenture shall thereafter be applicable (as nearly as may be practicable) with respect to any shares, evidences of indebtedness or other securities or assets thereafter deliverable upon conversion of this Debenture. Upon the occurrence of any event described in this Subsection (iv), the Holder shall have the right to (a) convert this Debenture immediately prior to such event at a Conversion Price equal to the lesser of (1) the Conversion Price or (2) the price per share of Common Stock paid in such event, or (b) retain ownership of this Debenture, in which event, appropriate provisions shall be made so that this Debenture shall be convertible at the Holder's option into shares of stock, securities or other equity ownership of the surviving or acquiring entity. (v) In the case of any (a) consolidation or merger of the Issuer into any entity (other than a consolidation or merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Issuer), (b) sale, transfer, lease or conveyance of all or substantially all of the assets of the Issuer as an entirety or substantially as an entirety, or (c) reclassification, capital reorganization or change of the Common Stock (other than solely a change in par value, or from par value to no par value), in each case as a result of which shares of Common Stock shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), the holder of this Debenture then outstanding shall have the right thereafter to convert such share only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, sale, transfer, capital reorganization or reclassification by a holder of the number of shares of Common Stock of the Issuer into which such Debenture would have been converted immediately prior to such consolidation, merger, sale, transfer, capital reorganization or reclassification, assuming such holder of Common Stock of the Issuer (A) is not an entity with which the Issuer consolidated or into which such sale or transfer was made, as the case may be ("constituent entity"), or an affiliate of the constituent entity, and (B) failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and other property receivable 6 upon such consolidation, merger, sale or transfer (provided that if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, sale or transfer is not the same for each share of Common Stock of the Issuer held immediately prior to such consolidation, merger, sale or transfer by other than a constituent entity or an affiliate thereof and in respect of which the Issuer merged into the Issuer or to which such rights or election shall not have been exercised ("non-electing share"), then for the purpose of this paragraph the kind and amount of securities, cash or other property receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a majority of the non-electing shares). If necessary, appropriate adjustment shall be made in the application of the provision set forth herein with respect to the rights and interest thereafter of the Holder, to the end that the provisions set forth herein shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of this Debenture. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers, capital reorganizations and reclassifications. The Issuer shall not effect any such consolidation, merger, sale or transfer unless prior to or simultaneously with the consummation thereof the successor issuer or entity (if other than the Issuer) resulting from such consolidation, merger, sale or transfer shall assume, by written instrument, the obligation to deliver to the Holder such shares of Common Stock, securities or assets as, in accordance with the provisions of this Debenture, such Holder may be entitled to receive under this Debenture. (vi) The Issuer will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Issuer, but will at all times in good faith assist in the carrying out of all the provisions of this Debenture and in taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the Holder against impairment. (vii) Whenever the Conversion Price shall be adjusted pursuant to this Section the Issuer shall promptly mail by registered or certified mail, return receipt requested, to the Holder a certificate signed by its President setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Issuer made any determination hereunder), and the Conversion Price after giving effect to such adjustment, and shall cause copies of such certificates to be mailed (by first-class mail, postage prepaid) to the Holder. The Issuer shall make such certificate and mail it to the Holder immediately after each adjustment. 7 6. No provision of this Debenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, upon an Event of Default (as defined below), to pay the principal of, and interest on this Debenture at the place, time, and rate, and in the coin or currency herein prescribed. 7. The Issuer hereby expressly waives demand and presentment for payment, notice on nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereon, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder. 8. If one or more of the following described "Events of Default" shall occur, (a) Any of the representations, covenants, or warranties made by the Issuer herein, or in the Agreement (including all Exhibits annexed thereto) shall have been incorrect when made in any material respect or shall thereafter be determined to be incorrect; or (b) The Issuer shall breach, fail to perform, or fail to observe in any material respect any material covenant, term, provision, condition, agreement or obligation of the Issuer under this Debenture, the Agreement, between the parties of even date herewith, and such breach or failure has not been cured within ten business days after receipt of written notice from the Holder setting forth such breach or failure; or (c) A trustee, liquidator or receiver shall be appointed for the Issuer or for a substantial part of its property or business without its consent and shall not be discharged within thirty (30) calendar days after such appointment; or (d) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Issuer and shall not be dismissed within thirty (30) calendar days thereafter; or (e) Bankruptcy reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Issuer and, if instituted against the Issuer, Issuer shall by any action or answer approve of, consent to or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding or such proceedings shall not be dismissed within thirty (30) calendar days thereafter; or 8 (f) The Issuer shall have failed to deliver shares of Common Stock issuable upon conversion of the Debentures within five business days of when due under the terms of this Debenture. Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) or cured as provided herein, at the option of the Holder, and in the Holder's sole discretion, the Holder may consider this Debenture (and all interest through such date) immediately due and payable in cash, without presentment, demand protest or notice of any kind, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law (including but not limited to consequential damages if any). It is agreed that in the event of such action, such Holder shall be entitled to receive all reasonable fees, costs and expenses incurred, including without limitation such reasonable fees and expenses of attorneys. The parties acknowledge that a change in control of the Issuer shall not be deemed to be an Event of Default as set forth herein. 9. In case any provision of this Debenture is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Debenture will not in any way be affected or impaired thereby. 10. The Holder shall have the right to include all of the Conversion Shares underlying this Debenture (the "Registrable Securities") as part of any registration of securities filed by the Issuer (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-4 or S-8) and must be notified in writing of such filing as soon as reasonably practicable; PROVIDED, HOWEVER, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Debenture if the Conversion Shares underlying this Debenture may be sold in the United States pursuant to the provisions of Rule 144 without any restriction on resale. Holder shall have five business days after receipt of the aforementioned notice from the Issuer, to notify the Issuer in writing as to whether the Issuer is to include Holder or not include Holder as part of such registration; PROVIDED, HOWEVER, that if any registration pursuant to this paragraph shall be underwritten, in whole or in part, the Issuer may require that the Registrable Securities requested for inclusion pursuant to this paragraph be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such 9 offering. All registration expenses incurred by the Issuer in complying with the terms of this Debenture shall be paid by the Issuer, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder. 11. This Debenture, together with all documents referenced herein, embodies the full and entire understanding and agreement between the Issuer and Holder with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. Neither this Debenture nor any terms hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Issuer and the Holder. All capitalized terms not otherwise defined herein shall have the same meaning as given in the Agreement. In the event of any inconsistencies between this Debenture and the Agreement, the Debenture shall control. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Debenture shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Debenture. 12. This Debenture will be construed and enforced in accordance with and governed exclusively by the laws of the State of New York, except for matters arising under the Securities Act, without reference to principles of conflicts of law. Each of the parties consents to the exclusive jurisdiction of the U.S. District Court sitting in the Southern District of the State of New York sitting in Manhattan in connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. Each party hereby agrees that if the other party to this Debenture obtains a judgment against it in such a proceeding, the party which obtained such judgment may enforce same by summary judgment in the courts of any country having jurisdiction over the party against whom such judgment was obtained, and each party hereby waives any defenses available to it under local law and agrees to the enforcement of such a judgment. Each party to this Debenture irrevocably consents to the service of process in any such proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth herein. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law. Each party waives its right to a trial by jury. 13. Upon receipt by the Issuer of evidence of the loss, theft, destruction or mutilation of any Debenture certificate(s), and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Issuer, and upon the cancellation of the Debenture certificate(s), if mutilated, the Issuer shall execute and deliver new certificates for Debenture(s) of like tenure and date. 14. This Debenture does not entitle the Holder hereof to any voting rights or other rights as a shareholder of the Issuer prior to the conversion into Common Stock thereof, except as provided by applicable law. If, however, at the time of the surrender of this Debenture and conversion the Holder hereof shall be entitled to convert this Debenture, the Conversion Shares so issued shall be and be deemed to be issued to such holder as the record owner of such shares as of the close of business on the Conversion Date. 15. Except as expressly provided herein or as required by law, so long as this Debenture remains outstanding, the Issuer shall not, without the approval by vote or written consent by the Holder, take any action that would adversely affect the rights, preferences or privileges of this Debenture. 10 IN WITNESS WHEREOF, the Issuer has caused this Convertible Debenture to be duly executed by an officer thereunto duly authorized. LATIN AMERICAN CASINOS, INC. By _______________________________ Name: Jeffrey Felder Title: President Date: December 14, 2000 11 NOTICE OF CONVERSION (To be Executed by the Registered Holder in order to Convert the Debenture) The undersigned hereby irrevocably elects to convert $ ________________ of the principal amount of the above Debenture No. ___ into Shares of Common Stock of Latin American Casinos, Inc. according to the conditions hereof, as of the date written below. Date of Conversion ____________________________________________________________ Applicable Conversion Price ___________________________________________________ Signature______________________________________________________________________ [Name] Address:______________________________________________________________________ ----------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----