Florida Gaming Corp – ‘424B3’ on 3/12/97

As of:  Wednesday, 3/12/97   ·   Accession #:  911959-97-20   ·   File #:  333-21497

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Florida Gaming Corporation 424(B)(3)                  24±   115K 

Document Table of Contents

PROSPECTUS                       Filed Pursuant to Rule 424(b)(3)               
                           Registration Statement File No. 333-21497

279,814 Shares              

of              

FLORIDA GAMING CORPORATION              

Common Stock              

This Prospectus relates to 279,814 shares (the "Shares") of           
common stock, $.10 par value per share (the "Common Stock"), of                 
Florida Gaming Corporation (the "Company") that may be offered for              
sale by persons (the "Selling Stockholders") who have acquired such             
shares by the conversion of certain shares of the Company's Series              
D 8% Cumulative Convertible Preferred Stock, $.10 par value (the                
"Series D Preferred Stock"), acquired in certain private placement              
transactions.  The Shares are being registered under the Securities             
Act of 1933, as amended (the "Securities Act"), on behalf of the                
Selling Stockholders in order to permit the public sale or other                
distribution of the Common Stock.  None of the proceeds from the                
sale of the Common Stock will be received by the Company.  See                  
"Selling Stockholders," "Plan of Distribution" and "Use of                      
Proceeds."  The Common Stock of the Company is traded on the NASDAQ             
SmallCap Market under the symbol "BETS".                                        

Sales of the Common Stock may be sold from time to time to            
purchasers directly by the Selling Stockholders in negotiated                   
transactions and in the over-the-counter market on NASDAQ.  The                 
Shares may be sold by one or more of the following: (a) a block                 
trade in which the broker or dealer so engaged will attempt to sell             
the shares as agent; and (b) ordinary brokerage transactions in                 
which the broker solicits purchasers.  Alternatively, the Selling               
Stockholders may from time to time offer the Shares offered hereby              
through underwriters, dealers or agents, who may receive                        
compensation in the form of underwriting discounts, concessions or              
commissions from the Selling Stockholders and/or the purchasers of              
securities for whom they may act as agents.  The Shares offered                 
hereby may be sold from time to time in one or more transactions at             
a fixed offering price, which may be changed, or at varying prices              
determined at the time of sale or at negotiated prices.                         

The Company will pay all expenses of the Offering (estimated          
to be approximately $32,772), for the Selling Stockholders and any              
underwriters, but not including fees and disbursements of experts               
and counsel retained by the Selling Stockholders or underwriting                
discounts, commissions or transfer taxes.  In addition, the Company             
has agreed to indemnify the Selling Stockholders, including any                 
director or officer of the Selling Stockholders, and any person                 
controlling the Selling Stockholders and the directors and officers             
of such control persons, against certain liabilities, including                 
liabilities under the Securities Act.  The Selling Stockholders                 
have agreed to indemnify the Company, including any directors or                
officers of the Company, against certain liabilities that might                 
arise with regard to certain statements in this Prospectus.  See                
"Plan of Distribution."                                                         

The terms of any offering of the shares of Common Stock by the        
Selling Stockholders, including the names of the underwriters, if               
any, and the public offering price, underwriting discounts and                  
proceeds to the Selling Stockholders, will be set forth in an                   
accompanying Prospectus Supplement, to the extent required.  The                
Selling Stockholders and any agents or broker-dealers that                      
participate in the distribution of the shares of Common Stock may               
be deemed to be "underwriters" within the meaning of the Securities             
Act, and any commissions received by them and any profit on the                 
resale of the shares may be deemed to be underwriting commissions               
or discounts under the Securities Act.                                          

SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CERTAIN CONSIDERATIONS               
RELEVANT TO AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.               

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE                   
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES                      
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY                
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF             
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL              
OFFENSE.                                                                        

This Prospectus also relates to such additional securities as         
may be issued to the Selling Stockholders because of future stock               
dividends, stock distributions, stock splits or similar capital                 
readjustments or by reason of changes in the conversion price.                  

The date of this Prospectus is March 11, 1997.              

AVAILABLE INFORMATION               

The Company has filed with the U.S. Securities and Exchange           
Commission (the "Commission") a Registration Statement on Form S-3              
(together with all amendments and exhibits thereto, the                         
"Registration Statement") under the Securities Act with respect to              
the Common Stock offered hereby.  This Prospectus does not include              
all the information set forth in the Registration Statement and the             
exhibits thereto, to which reference is made for further                        
information with respect to the Company.                                        

The Company is subject to the informational requirements of           
the Securities Exchange Act of 1934, as amended (the "Exchange                  
Act") and the rules and regulations thereunder and in accordance                
therewith files periodic reports, proxy and information statements,             
and other information with the Commission (File No. 0-9099).  The               
Registration Statement and the exhibits thereto and all reports,                
proxy and information statements, and other information filed by                
the Company with the Commission may be inspected at the public                  
reference facilities maintained by the Commission at 450 Fifth                  
Street, N.W., Washington, D.C. 20549 or at the Commission's Web                 
site (http://www.sec.gov), and may also be inspected and copied at              
the regional offices of the Commission located at 7 World Trade                 
Center, 13th Floor, New York, New York 10048, and 500 West Madison              
Street, Suite 1400, Chicago, Illinois 60661.  Copies of such                    
materials may be obtained from the Public Reference Section of the              
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at                  
prescribed rates.                                                               

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE               

The following documents filed by the Company with the                 
Commission pursuant to the Securities Act and the Exchange Act are              
hereby incorporated by reference herein:                                        

(1)  The Company's Annual Report on Form 10-KSB for its fiscal        
year ended December 31, 1995;                               

(2)  The Company's Quarterly Reports on Form 10-QSB for the           
quarterly periods ended March 31, 1996, June 30, 1996 and   
September 30, 1996;                                         

(3)  The Company's Current Reports on Form 8-K dated February         
13, 1996, September 12, 1996, October 9, 1996, November     
25, 1996, December 13, 1996, December 31, 1996, as          
amended, and January 16, 1997;                              

(4)  The description of the shares of Common Stock contained          
in the Company's Registration Statement                     
on Form 10.                                                 

All documents filed by the Company pursuant to Section 13(a),         
13(c), 14 or 15(d) of the Exchange Act prior to the termination of              
the offering of the shares of Common Stock hereunder shall be                   
deemed to be incorporated by reference herein and to be a part                  
hereof from the date of filing of such documents.  Any statement                
contained in a document incorporated or deemed to be incorporated               
herein shall be deemed to be modified or superseded for purposes of             
this Prospectus to the extent that a statement contained herein or              
in any other subsequently filed document that also is incorporated              
or deemed to be incorporated by reference herein modifies or                    
supersedes such statement.  Any such statement so modified or                   
superseded shall not be deemed, except as so modified or                        
superseded, to constitute a part of this Prospectus.                            

The Company will provide without charge to each person to whom        
this Prospectus is delivered, on the written or oral request of                 
such person, a copy of any and all of the documents incorporated by             
reference in this Prospectus (other than exhibits to such documents             
unless such exhibits are specifically incorporated by reference                 
into the documents that this Prospectus incorporates).  Written or              
oral requests for such copies should be directed to Timothy L.                  
Hensley of Florida Gaming Corporation, 1750 South Kings Highway,                
Ft. Pierce, Florida 34945.  Telephone requests may be directed to               
Mr. Hensley at (407) 464-7500.                                                  

Unless the context indicates otherwise, all references in this        
Prospectus to the Company include the Company and its subsidiaries              
and all references to the number of shares of Common Stock (i)                  
relate to the Company's Common Stock, par value $.10 per share (the             
"Common Stock"), and (ii) assume that outstanding stock options and             
conversion rights related to the Company's preferred stock are not              
exercised.  Unless otherwise indicated, all information in this                 
Prospectus relating to shares of Common Stock issuable upon                     
conversion of the Series D Preferred Stock assumes that all accrued             
dividends on the Series D Preferred Stock will be paid in the form              
of additional shares of Series D Preferred Stock, and that no                   
holder of Series D Preferred Stock will convert his shares until                
December 31, 1998, the automatic conversion date of such shares.                
See "Description of Capital Stock   Series Preferred Stock."                    

THE COMPANY               

The Company's principal executive offices are located at Fort         
Pierce Jai-alai, 1750 South Kings Highway, Ft. Pierce, Florida                  
34945.  The Company's telephone number is (407) 464-7500.  The                  
Company changed its name from Lexicon Corporation to Florida Gaming             
Corporation on March 17, 1994.  The Company was incorporated in                 
Delaware in 1976.                                                               

The Company currently owns and operates four jai-alai fronton         
and inter-track pari-mutuel wagering facilities (each, a "Fronton,"             
and collectively, the "Frontons") located in South and Central                  
Florida.  See "Recent Developments."  The Company's business at                 
this time consists primarily of its operations at the Frontons,                 
which include, among other things, live jai-alai, inter-track pari-mutuel       
wagering ("ITW") on jai-alai, thoroughbred racing, harness                      
racing, and dog racing, and the sale of food and alcoholic beverages.           
The Company's Fort Pierce, Tampa, and Ocala locations provide audio,            
video, and wagering on inter-track and interstate simulcasting of jai-alai,     
horse racing,  and dog racing from around the State  of Florida as well as      
the rest of the country.  The Miami location offers more limited ITW            
simulcasting, but simulcasts its jai-alai performances to other gaming          
facilities in Florida, Newport, Rhode Island, and Mexico.  ITW provides         
significant additional revenue as well as a variety of entertainment for        
customers.                                                                      

Since its inception and before its acquisition of the Fronton         
located in Fort Pierce, the Company engaged in several other lines              
of business, none of which are currently now in operation.  On                  
March 31, 1993, the Company sold 603,000 shares of Common Stock to              
Freedom Financial Corporation ("Freedom") and present management                
assumed control of the Company.  After considering various business             
alternatives, the Company entered into an agreement to acquire the              
Fort Pierce Fronton in October 1993.  On February 1, 1994, the                  
Company received approval from the Florida Department of Business               
and Professional Regulation, Division of Pari-Mutuel Wagering (the              
"DPMW") to transfer the pari-mutuel permit for the Fort Pierce                  
Fronton to the Company and completed the acquisition of the Fort                
Pierce Fronton on February 2, 1994.                                             

RISK FACTORS              

Certain statements and information under the captions "The            
Company," "Recent Developments," and elsewhere in this Prospectus               
(including documents incorporated herein by reference, see                      
"Incorporation of Certain Documents by Reference"), constitute                  
forward-looking statements as that term is defined in the                       
Securities Act.  Such forward-looking statements involve known and              
unknown risks and other factors that may cause the actual results               
or performance of the Company to be materially different from any               
future results or  performance expressed or implied by such                     
forward-looking statements.   Such risks and factors include, but               
are not limited to, those described below and elsewhere in this                 
Prospectus.                                                                     

In addition to reviewing the Company's Annual Report on Form          
10-KSB for the fiscal year ended December 31, 1995, the other                   
documents incorporated herein by reference and the other                        
information in this prospectus, the following factors should be                 
considered carefully in evaluating the Company and its business                 
before purchasing the Common Stock offered hereby:                              

Recent Operating Results                                                        

The Company had a net loss of $397,732 for the nine month             
period ended September 30, 1996, compared to an operating loss of               
$103,141 for the comparable 1995 period.  The Company's operations              
generally are subject to financial, economic, legal and other                   
factors, many of which are beyond its control.                                  

Gaming Competition                                                              

The gaming industry is highly competitive.  Other gaming              
companies have substantially greater financial resources and larger             
management staffs than the Company.  Because of the growing                     
popularity and profitability of gaming activities, competition is               
significantly increasing.  The Company competes for customers with              
other forms of legal wagering, including video poker gaming in non-casino       
facilities, charitable gaming, pari-mutuel wagering and state lotteries.        

Further expansion of gaming opportunities could also                  
significantly and adversely affect the Company's business.  In                  
particular, the expansion of casino gaming in or near the                       
geographic areas from which the Company attracts or expects to                  
attract a significant number of its customers could have a material             
adverse effect on the Company's business.  The Company expects that             
it will experience significant competition as the emerging casino               
industry matures.                                                               

Potential Dilution and Market Impact From Outstanding Capital Stock             
and Options                                                                     

As of February 1, 1997, the Company had 4,435,960 shares of           
Common Stock issued and outstanding.  In addition, as of that date,             
2,183,250 shares of Common Stock were issuable upon the exercise of             
outstanding options, 7,748 shares of Common Stock were issuable                 
upon the conversion of outstanding shares of Class A preferred                  
stock, and additional shares of Common Stock, including the shares              
offered hereby, were issuable upon the conversion of outstanding                
shares of preferred stock at a conversion price based on the market             
price of the Common Stock at conversion.  The number of shares of               
Common Stock issuable upon conversion of the Company's Series B,                
Series C and Series D Preferred Stock increases as the market price             
of the Common Stock decreases.  See "Description of Capital Stock               
Series Preferred Stock."  The voting power of each holder of                
Common Stock would be diluted by the issuance of additional shares              
of Common Stock including issuances pursuant to the exercise of                 
outstanding options and the conversion of outstanding shares of                 
preferred stock.  Moreover, the prevailing market price for the                 
Common Stock may be materially and adversely affected by (i) the                
issuance of a substantial number of shares of Common Stock,                     
including pursuant to the exercise of outstanding options and the               
conversion of outstanding shares of preferred stock, (ii) the                   
addition of a substantial number of shares of Common Stock,                     
including the shares offered hereby, into the market or (iii) the               
registration under the Securities Act for the sale of a substantial             
number of shares of Common Stock offered thereby.                               

Upon consummation of this offering, assuming the Selling              
Stockholders' acquisition of a total of 279,814 shares of Common                
Stock pursuant to the conversion of the Series D Preferred Stock,               
the Company will have 4,715,774 shares of Common Stock issued and               
outstanding.  Of those shares, the 279,814 shares sold in this                  
offering will be freely transferable without restriction or                     
registration under the Securities Act, unless held by persons                   
deemed to be "affiliates" of the Company (as that term is defined               
under the Securities Act).  Of the approximately 4,435,960                      
remaining shares of Common Stock to be outstanding immediately                  
following the offering, persons who may be deemed "affiliates" of               
the Company or who acquired the shares in a transaction exempt from             
registration under the Securities Act will hold approximately                   
1,915,316 shares ("Restricted Shares"), which may only be sold in               
the public market if such shares are registered under the                       
Securities Act or sold in accordance with Rule 144 promulgated                  
under the Securities Act.  Freedom, the holder of 1,349,480                     
Restricted Shares, has demand registration rights for its shares                
and WJA Realty has certain piggyback registration rights with                   
respect to its 200,000 Restricted Shares.                                       

Potentially Volatile Stock Price                                                

The price of the Common Stock on the NASDAQ SmallCap Market in        
the past years has shown significant volatility.  During 1994 the               
price of the Common Stock ranged between $2.00 and $17.25; during               
1995 the price of the Common Stock ranged between $2.50 and $17.25;             
and during 1996 the price of the Common Stock ranged between $2.50              
and $10.00.  Factors such as the Company's operating results or                 
other announcements by the Company or its competitors may have a                
significant impact on the market price of the Company's securities.             
The price of the Common Stock may be highly volatile and may                    
decline at an equal or greater rate than the rate at which it has               
risen over the last three years.                                                

Uncertainties in Integrating Operations and Achieving Cost Savings            

The Company recently purchased three frontons.  The success of        
any business combination, including the acquisition of WJA's                    
frontons described in "Recent Developments," is in part dependent               
on the ability following such transactions to consolidate                       
operations, integrate departments, systems and procedures and                   
thereby obtain business efficiencies, economies of scale and                    
related cost savings. The consolidation of operations, the                      
integration of departments, systems and procedures and the                      
relocation of staff present significant management challenges.                  
There can be no assurance that future consolidated results will                 
improve as a result of the acquisition of WJA's frontons, or as to              
the timing or extent to which cost savings and efficiencies will be             
achieved.                                                                       

Risks Associated with Acquisitions                                              

There may be liabilities which the Company fails or is unable         
to discover in the course of performing due diligence                           
investigations on any company or business it seeks to acquire or                
has acquired, including liabilities arising from non-compliance                 
with certain federal, state or local laws by prior owners, and for              
which the Company, as a successor owner, may be responsible. The                
Company has sought to minimize its exposure to such liabilities by              
obtaining indemnification from former owners, which may be                      
supported by deferring payment of a portion of the purchase price.              
However, there is no assurance that such indemnifications, even if              
obtainable, enforceable and collectible (as to which there also is              
no assurance), will be sufficient in amount, scope or duration to               
fully offset the possible liabilities arising from the                          
acquisitions.  The success of the Company's aggressive development              
plans in the gaming industry is dependent on a number of factors                
including, but not limited to, economic conditions, competitive                 
environment, adequate capital, accurate site selection,                         
construction schedules, and supply of trained personnel.  There can             
be no assurance that the Company will be successful in the pari-mutuel          
gaming industry or in any related industries which it enters.                   

Cost of Planned Expansion; Management of Growth                                 

Since the change in management of the Company in March, 1993,         
the Company has expanded its operations rapidly, and it plans to                
continue to further expand its operations through participation in              
other gaming ventures as opportunities arise.  The Company's                    
operating results may be adversely affected if net revenues do not              
increase sufficiently to compensate for the increase in operating               
expenses caused by such an expansion.  In addition, the Company's               
planned expansion of operations may exceed the Company's present                
management, technical, financial and other resources.  To manage                
its growth effectively, the Company must continue to increase its               
management information systems and must attract, train and motivate             
qualified managers and employees.  There can be no assurance,                   
however, that the Company will successfully be able to achieve                  
these goals.  If the Company is unable to manage growth                         
effectively, its operating results may be adversely affected.                   

Dependence on Key Personnel                                                     

The success of the Company is dependent, in part, on its key          
management personnel.  In particular, the Company is highly                     
dependent upon W. Bennett Collett, W. Bennett Collett, Jr., and                 
Timothy L. Hensley.  The loss of their services could have a                    
material adverse effect on the Company.  There is no assurance that             
the Company will be able to hire qualified individuals to replace               
any of these persons if necessary.  The Company does not have any               
employment contracts with these executives, nor does the Company                
have any key man life insurance policies on their lives.                        

Control of the Company                                                          

As of February 1, 1997, W. Bennett Collett, Chairman and chief        
executive officer of the Company, beneficially owned an aggregate               
of 3,004,480 shares of the Company's Common Stock (including shares             
beneficially owned by Freedom, with respect to which Mr. Collett                
disclaims beneficial ownership), or an aggregate of approximately               
49.33% of the issued and outstanding shares of the Company's Common             
Stock (assuming the exercise of all options held by Freedom and Mr.             
Collett).  Mr. Collett is and will be able to exert considerable                
influence over the election of the Company's directors and the                  
outcome of corporate actions requiring stockholder approval.                    

Possible Depressing Effect of Future Sales of the Company's Common              
Stock                                                                           

Future sales of shares of Common Stock, or the perception that        
such sales could occur, could adversely affect the market price of              
the Company's Common Stock.  There can be no assurance as to when,              
and how many of, the shares of Common Stock will be sold and the                
effect such sales may have on the market price of the Company's                 
Common Stock.  Such securities may be subject to resale                         
restrictions in accordance with the Securities Act and the                      
regulations promulgated thereunder.  As such restrictions lapse or              
if such shares are registered for sale to the public, such                      
securities may be sold to the public.  In the event of the issuance             
and subsequent resale of a substantial number of shares of the                  
Company's Common Stock, or a perception that such sales could                   
occur, there could be a material adverse effect on the prevailing               
market price of the Company's Common Stock.                                     

Absence of Dividends on Common Stock                                            

The Company has not paid any dividends on its Common Stock in         
the past and does not anticipate paying dividends on its Common                 
Stock in the foreseeable future.  In the event the Company is not               
contractually prohibited from paying dividends, the holders of                  
Common Stock would be entitled to receive dividends only when and               
as declared by the Board of Directors of the Company, subject to                
the prior rights and preferences, if any, of holders of preferred               
stock.                                                                          

Antitakeover Effects of Certain Instruments, Agreements of the                  
Company, and Laws                                                               

The Company's certificate of incorporation and bylaws, certain        
contracts to which the Company is a party, the Delaware General                 
Corporation Law and Florida gaming laws contain provisions that                 
could delay or prevent a transaction that results in a change of                
control of the Company or discourage a tender offer or other plan               
to restructure the Company favored by a significant portion of the              
Company's stockholders.  For example, the Florida laws require that             
before any person or entity acquires a 5% or greater equity                     
interest in the Company, such person or entity must receive the                 
approval of Florida Department of Business Regulation.                          

Potential Conflicts of Interest and Related Party Transactions                  

Certain relationships among the Company, its management and           
affiliates create various potential and actual conflicts of                     
interest.  As of February 1, 1997, pursuant to a $2 million line of             
credit, Freedom had borrowed approximately $1.8 million from the                
Corporation.  It is the Company's policy that all material                      
affiliated transactions and loans will be made or entered into on               
terms that are no less favorable to the Company than those that can             
be obtained from unaffiliated third parties.  All future material               
affiliated transactions and loans must be approved by a majority of             
the independent directors who do not have an interest in the                    
transactions.                                                                   

New Projects                                                                    

Each of the Company's projects to finance, develop, and               
operate gaming facilities will be subject to the many risks                     
inherent in the establishment of a new business enterprise,                     
including unanticipated design, construction, regulatory and                    
operating problems, and the significant risks commonly associated               
with implementing a marketing strategy in new markets.  There can               
be no assurance that any of these projects will become operational              
within the estimated time frames and projected budgets at the time              
the Company enters into a particular agreement, or at all.  The                 
Company plans to reduce the financial significance of individual                
projects by focusing on small- to medium-sized projects that can be             
accomplished with a smaller capital investment and will allow a                 
significant portion of any financing of any subsequent expansions               
to be paid from operating funds whenever possible.  In addition,                
the Company intends to develop projects as joint ventures when                  
possible, to reduce its financial commitment to individual                      
projects.  There can be no assurance that the significant                       
expenditures required to develop a gaming project will ultimately               
result in the establishment of profitable operations.                           

To the extent the Company's future gaming projects become             
operational, the Company will be required to add and train                      
personnel, expand its management information systems and control                
expenses.  If the Company does not successfully address the                     
Company's increased management needs or the Company otherwise is                
unable to manage its growth effectively, the Company's operating                
results could be materially adversely affected.                                 

Governmental Regulation                                                         

The Company will need to secure regulatory approvals from             
state and local authorities for each of its prospective gaming                  
ventures.  No assurance can be given that any of these approvals                
will be secured in a timely fashion or at all.  The denial of                   
regulatory approvals would prohibit the opening of the new                      
facilities and any delay in securing such approvals could result in             
postponement of their scheduled openings.                                       

In addition to a variety of generally applicable state and            
federal laws governing business operations, the Company's gaming                
ventures are regulated by federal and state laws and regulations                
applicable to the gaming industry generally and to the distribution             
of gaming equipment.  Because the regulatory environment is dynamic             
and evolving, it is impossible to predict how certain provisions                
will be ultimately interpreted or how they may affect the Company.              
Changes in such laws or regulations could have a material adverse               
impact on the Company's ability to finance, develop and operate                 
gaming ventures.                                                                

Construction Risks                                                              

The Company anticipates that its prospective gaming ventures          
may often include the construction of additional facilities.  The               
Company's cost estimates and projected completion dates for                     
construction of facilities may change significantly as the projects             
progress.  In addition, the Company's development projects will                 
entail significant construction risks, including shortages of                   
materials or skilled labor, unforeseen environmental or engineering             
problems, work stoppages, weather interferences and unanticipated               
cost increases, any of which could have a material adverse effect               
on the projects and could delay their scheduled openings.                       

RECENT DEVELOPMENTS               

Acquisition of Frontons/Development of Cardrooms                                

Terms of the Acquisition Agreement                                    

On September 12, 1996, the Company acquired notes (the "WJA           
Notes") of WJA Realty Limited Partnership ("WJA"), with balances                
aggregating about $20,000,000 from the Bank of Oklahoma, N.A.,                  
Tulsa, Oklahoma.  The WJA Notes were secured by, among other                    
collateral, real estate and improvements consisting of three jai-alai           
and ITW facilities located in Miami, Tampa and Ocala, Florida                   
(the "WJA Frontons").  Consideration for the WJA Notes was a                    
combination of $2,000,000 in cash, a $6,000,000 promissory note                 
bearing interest at the prime rate, 703,297 shares of the Company's             
Common Stock and a $1,000,000 non-interest bearing note.                        

On November 25, 1996, the Company entered into an agreement           
with WJA and Florida Gaming Centers, Inc., a wholly-owned                       
subsidiary of the Company (the "Subsidiary"), pursuant to which the             
Subsidiary agreed to acquire the WJA Frontons.  The acquisition was             
consummated as of January 1, 1997.  The WJA Frontons acquired have              
been combined with the Fort Pierce Fronton into the Subsidiary.                 

The consideration for the acquisition included (i) the              
cancellation of WJA Notes and related obligations acquired by the               
Company from the Bank of Oklahoma, NA, (ii) the retention by WJA of             
200,000 shares of the Company's common stock owned by WJA, and                  
(iii) a profit sharing arrangement described in more detail below.              
The Company assumed all liabilities of WJA arising in the ordinary              
course of the business, subject to certain limitations and                      
exceptions.  The Company also assumed the principal amount                      
outstanding under a $500,000 promissory note owed to                            
Wheeler-Phoenix, Inc., with the terms amended to provide for                    
repayment of principal over a ten year period following the closing             
in equal annual installments and an annual interest rate of 6%.                 

The profit sharing arrangement is based on the Subsidiary's           
net profits, as defined, before income taxes.  The Company will pay             
WJA 20% of the cumulative net profits of the Subsidiary for each of             
the ten full calendar years 1997 through 2006, subject to a                     
cumulative $1,000,000 per year cap described below.  The cumulative             
$1,000,000 cap is equal to the product of $1,000,000 multiplied by              
the number of years in the ten-year period completed, minus the sum             
of all amounts previously paid under the 20% profit sharing                     
arrangement.  In addition, if the Subsidiary has net profits in any             
calendar year during the ten-year period in excess of $5,000,000,               
but does not receive a 20% payment on the entire amount because of              
the cumulative $1,000,000 per year cap, the Subsidiary shall pay                
WJA 5% of the portion of the net profits on which the 20% payment               
is not made.  No net profit payments will be due for any year after             
the ten year period.  If during the ten year period, the Subsidiary             
disposes of any of its significant assets or operations, then WJA               
would be entitled to receive an amount equal to ten percent of the              
Subsidiary's gain, if any, on the disposition.                                  

Two principals of WJA, Roger M. Wheeler, Jr. and Richard P.           
Donovan, have entered into consulting arrangements with the                     
Subsidiary.  Mr. Wheeler has entered into a ten-year consulting                 
agreement with the Subsidiary, with annual compensation of $100,000             
during the first five years of the agreement and annual                         
compensation of $50,000 during the second five years of the                     
agreement.  Mr. Donovan has entered into a five-year consulting                 
agreement with the Subsidiary, with annual compensation of                      
$240,000, plus certain benefits.                                                

Jai-Alai Operations                                                   

Pursuant to the permit granted to it under Florida law, each          
Fronton, in order to conduct ITW, must offer a "full schedule" of               
jai-alai performances of at least 100 live evening and/or matinee               
performances per year.  In addition, the Fronton may offer ITW                  
year-round so long as a pari-mutuel facility in Florida is                      
providing live pari-mutuel activities at the same time.  Each                   
Fronton has received a permit from the DPMW to conduct live jai-alai            
performances during 1997.  The Miami and Tampa Frontons conduct live            
jai-alai year round.  Fort Pierce and Ocala operate four-month seasons.         
All of the Frontons, with the exception of Miami, typically remain open         
for ITW when live jai-alai performances are not being conducted.                

In 1980, WJA and three other parimutuel permit holders formed         
Summer Jai-Alai ("SJA"), a Florida general partnership, to conduct              
parimutuel jai-alai operations at the Miami Fronton during the                  
summer months ("Summer Operations").  Following the acquisition of              
the WJA Frontons, the Company is currently a party to the                       
partnership.  Under the terms of the partnership agreement, certain             
of the Company's costs and expenses will be allocated to Summer                 
Operations based upon specific formulas set forth in the agreement.             
In addition, pursuant to a lease agreement which expires in 2004,               
SJA rents the Miami Fronton for the time in which the summer jai-alai           
season is conducted.  The rental is based upon 1% of  handle,                   
plus applicable Florida sales tax.  The Company has  a 21% interest             
in SJA which is accounted for under the equity method.                          

Cardroom Development                                                  

Florida House Bill No. 337 (now known as section 849.086 of           
the Florida Statutes) became effective June 1, 1996.  This                      
legislation authorized card rooms at licensed pari-mutuel                       
facilities starting January 1, 1997.  The card rooms will be                    
administered and regulated by the DPMW.  Games will be limited to               
non-banked poker games.  Card room operation is also subject to                 
approval by the county commission in which the pari-mutuel facility             
is located.  This same bill also authorized full-card simulcasting              
of races from out of state tracks such as Belmont, Meadowlands,                 
Philadelphia Park and Monmouth.  The Frontons in Fort Pierce,                   
Tampa, and Ocala are currently carrying several of these signals.               
This legislation also reduced the pari-mutuel tax on handle from 5%             
to 4.25% at the Tampa, Fort Pierce and Ocala frontons.  The pari-mutuel         
tax on the handle at Miami was also reduced from 5% to 3.85%.                   

In late 1996 the county governments of Dade County and                
Hillsborough County, Florida, passed legislation permitting poker               
rooms to be operated by all pari-mutuel facilities located in Miami             
and Tampa.  As a result, the Company now plans to open poker rooms              
in Miami (with 40 tables initially) and Tampa (with 30 tables                   
initially) during the second quarter of 1997.  License applications             
have been filed, and the Company is in the initial phases of                    
construction and employee training.  As authorized by House Bill                
No. 337, the Miami and Tampa facilities will conduct low stakes                 
($10 per hand) poker at these facilities two hours prior to, during             
and two hours following live jai-alai performances. A rake of $0.25             
per player per hand is expected to be received by the pari-mutuel               
for each hand dealt. State taxes amount to 10% of the rake, and 4%              
of the rake must be paid to the jai-alai players.                               

Fronton Facilities                                                    

Set forth below is a brief description of the Frontons,               
including the WJA Frontons now owned by the Company:                            

                     Size of        Number
          Number       Building      of Gaming
Location            of Acres       Sq. Ft.       Seats*               

Fort Pierce          137.00         80,000         2,150              

Miami                 25.50        165,000         4,389              

Tampa                 34.21        114,000         3,500              

Ocala                 47.98         63,000         1,774              
        ______        _______         ______
Totals               244.69        422,000         11,813*            

*These figures do not include up to approximately 1,200 future              
gaming positions anticipated from the addition of up to 200 poker               
tables in connection with the establishment of cardrooms.                       

The Company's Miami Fronton, near the Miami International                   
Airport, was built in 1925 and remodeled in 1982.  In addition to               
its jai-alai auditorium, the fronton has a restaurant overlooking               
the court, a banquet room, one large television lounge and four                 
smaller television lounges.  Parking facilities at the Miami                    
Fronton (including on-street parking) are large enough to park                  
about 4,000 vehicles.                                                           

The Company's Tampa Fronton was built in 1953 and remodeled in              
1985.  In addition to its jai-alai auditorium, the Fronton has a                
restaurant overlooking the court and parking for approximately                  
3,300 vehicles.                                                                 

The Company's Ocala Fronton, completed in 1973,  is situated                
on a 47-acre site midway between Ocala and Gainesville in north-central         
Florida.  It has seating for 1,774 people, a total capacity for spectators      
of approximately 3,800, and parking for approximately 1,100 vehicles.           

Fort Pierce is a coastal community in St. Lucie County, about               
110 miles north of Miami.  The Fort Pierce Fronton, completed in                
1974, is located approximately one-mile from the Florida Turnpike               
exit and about 2 miles from an I-95 exit.  The Turnpike is the                  
primary route between South Florida and Orlando. I-95 is the main               
north-south highway that travels the entire Atlantic coast.  The                
Fort Pierce Fronton, sits on a 35-acre site and has parking for                 
approximately 2,000 vehicles.                                                   

In addition to the facilities and restaurants described, all                
of the Frontons have mutuel windows, liquor bars and food stands.               

In late 1994 and early 1995 the Company acquired four parcels               
of land encompassing approximately 100 acres contiguous to the Fort             
Pierce Fronton.  This acquisition gave the Company approximately                
134 acres with increase exposure to major thoroughfares  and                    
improved access to I-95.  The Company's uses for the additional                 
property are still being planned.  The Company also owns                        
approximately 11 acres adjacent to the Ocala Fronton and a total of             
18 acres in parcels near the Miami Fronton; some of these holdings              
are available as extra parking space.                                           

After the acquisition of the WJA Frontons, the Company began                
converting the television lounge and standing areas at the Miami                
and Tampa Frontons into low-stakes cardrooms.  The Company expects              
both cardrooms to be open by April 1997.  The 12,000 square foot                
cardroom in Miami is expected to open with 40 tables; the 10,000                
square foot cardroom in Tampa is expected to open with 30 tables,               
and each will have the capacity to hold almost twice as many                    
tables.                                                                         

Competition                                                                 

The gaming industry is highly competitive.  The Company                     
competes for customers with other forms of legal wagering,                      
including charitable gaming, pari-mutuel wagering and state                     
lotteries.  The Company competes with other entertainment providers             
for its customers.  With the exception of only one fronton operated             
in Dania, Florida (described further below), the Company does not               
consider itself to be in direct competition with any other fronton              
facility.  Florida's pari-mutuel legislation does not permit the                
construction of any jai-alai facility within a geographic radius of             
50 miles or to any other jai-alai facility.                                     

There are currently 41 permits issued by the State of Florida               
to operate pari-mutuel facilities in the state; 33 of those permits             
are now active.  Of the 33 active permit holders, only ten are held             
by jai-alai operators; others engage in horse racing, harness                   
racing and dog racing.  Aside from the Company's Frontons, the only             
other operating jai-alai frontons in Florida are in Dania and                   
Orlando.                                                                        

The Miami area offers a wide range of pari-mutuel and other                 
entertainment activities that compete with the Company for                      
spectators' leisure-time and wagering patronage.  Within a 35-mile              
radius of the Company's Miami fronton, there is another jai-alai                
fronton whose season competes with the Miami Fronton, three horse               
racing tracks that operate during part of  the Miami fronton's                  
season (although not at the same time and not at night), and three              
dog racing tracks, one of which operates during substantial                     
portions of the Miami Fronton's season.  The Summer jai-alai                    
operation competes directly with two dog racing tracks (owned and               
operated by  two of the Company's partners in the summer jai-alai               
operation) and another jai-alai fronton which operates during the               
summer season.   In addition to these pari-mutuel activities, the               
Company's Miami fronton competes with numerous other sporting and               
entertainment activities, including professional sports teams,                  
especially numerous Miami Beach night clubs, Indian Gaming                      
facilities, cruise and cruise/gaming ships, and gaming activities               
in the Bahamas, which are readily accessible from the Miami area.               
The primary market for the Miami Fronton includes approximately 3.5             
million adults within 50 miles of the fronton.                                  

The Tampa Fronton competes with dog racing (there are three                 
tracks located within a 55-mile radius that operate during the                  
Tampa Fronton's season, but only one at a time) and with a horse                
racing track situated approximately 20 miles northwest of the Tampa             
Fronton which operates for 74 days (but no evenings) during the                 
winter season.  The Tampa Fronton also competes with other                      
alternative entertainment activities similar to those in Miami.                 
The primary market for the Tampa Fronton includes approximately                 
1.75 million adults within 50 miles of the fronton.                             

The pari-mutuel operation closest to the Ocala Fronton is 75                
miles away.  The Ocala Fronton does, however, compete with the                  
Ocala Breeders Sales Company, which offers ITW wagering. There are              
not substantial competing evening entertainment activities in                   
Ocala.  The primary market for the Ocala Fronton includes                       
approximately 350,000 adults within 30 miles of the facility.                   

The primary market area for the Fort Pierce Fronton includes                
approximately 500,000 adults within 35 miles of the facility.  The              
major population centers in the vicinity of this fronton include                
Fort Pierce, Port St. Lucie, and Vero Beach, Florida.  The Company              
does not consider itself to be in direct competition with any other             
fronton or other pari-mutuel facility permitted to operate in                   
Florida in its market area at this time.  The closest pari-mutuel               
facilities are dog racing facilities in West Palm Beach,                        
approximately 50 miles south of the fronton, and in Melbourne,                  
approximately 53 miles north of the fronton.  The Fort Pierce                   
fronton competes to a certain extent with the St. Lucie Civic                   
Center which features sporting events and entertainment activities.             

Capital Raising Transactions                                                    

In December 1996 the Company issued and sold 550 shares of                  
Series C 8% Cumulative Convertible Preferred Stock in an offshore               
transaction for $1,000 per share resulting in net proceeds to the               
Company of $506,000.  The shares of Series C Preferred Stock are                
convertible into shares of the Company's Common Stock.  See                     
"Description of Capital Stock   Series Preferred Stock" and "Risk               
Factors   Potential Dilution and Market Impact From Outstanding                 
Capital Stock and Options."                                                     

In December 1996 and January 1997 the Company issued and sold               
1,175 shares of Series D Preferred Stock in a private placement                 
transaction for $1,000 per share resulting in net proceeds to the               
Company of $1,081,000.   The shares of Series D Preferred Stock are             
convertible into shares of the Company's Common Stock.  See                     
"Description of Capital Stock   Series Preferred Stock" and "Risk               
Factors   Potential Dilution and Market Impact From Outstanding                 
Capital Stock and Options."                                                     

USE OF PROCEEDS               

This Prospectus related to shares being offered and sold for                
the accounts of the Selling Stockholders.  The Company will not                 
receive any of the proceeds of any sale by the Selling Stockholders             
of the shares of Common Stock.                                                  

SELLING STOCKHOLDERS              

The Selling Stockholders will have acquired the shares of                   
Common Stock offered by this Prospectus in connection with the                  
conversion of the Series D Preferred Stock.  As of February 6,                  
1997, the Selling Stockholders did not own any shares of  Common                
Stock.  Assuming the acquisition of the 279,814 shares of Common                
Stock, the Selling Stockholders would own 5.93% of the post-conversion          
4,715,774 shares of issued  and outstanding shares of Common Stock.             

The following table sets forth the name of each Selling                     
Stockholder, the maximum aggregate number of shares of Common Stock             
into which the Series D Preferred Stock issued to the Selling                   
Stockholders is convertible and which each Selling Stockholder may              
offer and sell pursuant to this Prospectus based on an assumed                  
conversion price of $4.9125 per share based on the closing bid                  
prices of the Common Stock on the five trading days before February             
6, 1997.  See "Description of Capital Stock   Series Preferred                  
Stock."  In accordance with Rule 416 under the Securities Act, this             
registration statement also covers such indeterminate number of                 
additional shares of Common Stock as may become issuable upon the               
conversion of the Series D Preferred Stock to prevent dilution                  
resulting from stock splits, stock dividends or similar                         
transactions or by reason of changes in the conversion price as                 
aforesaid.  Because the Selling Stockholders may sell all or a                  
portion of the Common Stock at any time and from time to time after             
the date hereof, no estimate can be made of the number of shares of             
Common Stock that each Selling Stockholder may retain upon                      
completion of the offering pursuant to this Prospectus.  Except as              
set forth in the footnote to the table, to the knowledge of the                 
Company, none of the Selling Stockholders has had within the past               
three years any material relationship with the Company or any of                
its predecessors or affiliates.                                                 

Selling Stockholders           Number of shares of Common Stock             

Steve Waronker                            5,953                             
Richard G. Sarkisian (1)                 11,907                             
Millenco, L.P.                          142,883                             
Edward Y. Albert, Jr.                    11,907                             
Nancy Bazemore                            5,953                             
Generation Capital Associates            59,535                             
Gertrude W. Simpson Trust                11,907                             
Ramie A. Tritt                            5,953                             
Ruth B. Rosenberg                         5,953                             
Joel E. Rosenberg (1)                     5,953                             
Hymie V. Shermaria                        5,953                             
Terry Feeney                              5,953                             

(1)  Messrs. Sarkisian and Rosenberg are principals of First                    
Capital Partners, Inc., which earned a finder's fee equal to 8% of              
the gross proceeds, plus warrants to purchase Common Stock having               
a market value equal to 5% of the gross proceeds (with an exercise              
price equal to the market price per share at the closings), in                  
connection with the sale of an aggregate of $1,725,000 of Series C              
Preferred Stock and Series D Preferred Stock in December 1996 and               
January 1997.  See "Recent Developments--Capital Raising                        
Transactions."                                                                  

PLAN OF DISTRIBUTION              

The securities offered hereby may, upon compliance with               
applicable "Blue Sky" law, be sold from time to time to purchasers              
directly by the Selling Stockholders in negotiated transactions and             
in the over-the-counter market on NASDAQ.  The shares may be sold               
by one or more of the following: (a) a block trade in which the                 
broker or dealer so engaged will attempt to sell the shares as                  
agent; and (b) ordinary brokerage transactions in which the broker              
solicits purchasers.  In addition, any securities covered by the                
Prospectus which qualify for sale pursuant to Rule 144 may be sold              
under Rule 144 rather than pursuant to this Prospectus.                         

Alternatively, the Selling Stockholders may from time to time         
offer the securities offered hereby through underwriters, dealers               
or agents, who may receive compensation in the form of underwriting             
discounts, concessions or commissions from the Selling Stockholder              
and/or the purchasers of securities for whom they may act as                    
agents.                                                                         

In order to comply with the securities laws of certain states,        
if required, the Shares will be sold in such jurisdictions only                 
through registered or licensed brokers or dealers.  In addition, in             
certain states the Shares may not be sold unless they have been                 
registered or qualified for sale in the applicable state or any                 
exemption from the registration or qualification requirement is                 
available and is complied with.                                                 

Under applicable rules and regulations under the Exchange   
Act, any person engaged in the distribution of the Shares may not               
simultaneously engage in market making activities with respect to               
the Common Stock for a period of nine business days prior to the                
commencement of such distribution.  In addition and without                     
limiting the foregoing, each Selling Stockholder will be subject to             
applicable provisions of the Exchange Act and the rules and                     
regulations thereunder, including, without limitation, Rules 10b-6              
and 10b-7, which provisions may limit the timing of purchases and               
sales of shares of the Common Stock by the Selling Stockholders.                

The Selling Stockholders and any underwriters, dealers or             
agents that participate in the distribution of securities offered               
hereby may be deemed to be underwriters, and any profit on the sale             
of such securities by them and any discounts, commissions or                    
concessions received by any such underwriters, dealers or agents                
might be deemed to be underwriting discounts and commissions under              
the Securities Act.  At the time a particular underwritten offer of             
securities is made, to the extent required, a supplement to this                
Prospectus will be distributed which will set forth the aggregate               
amount of securities being offered and the terms of the offering,               
including the name or names of any underwriters, dealers or agents,             
and discounts, commissions and other items constituting compensa-               
tion from the Selling Stockholders and any discounts, commissions               
or concessions allowed or reallowed or paid to dealers.                         

The securities offered hereby may be sold from time to time in        
one or more transactions at a fixed offering price, which may be                
changed or at varying prices determined at the time of sale or at               
negotiated prices.                                                              

The Company will pay all reasonable and necessary expenses in         
connection with the preparation of the Registration Statement and               
this Prospectus, including, without limitation, any and all legal,              
accounting and filing fees, but not including fees and                          
disbursements of experts and counsel retained by the Selling                    
Stockholders or underwriting discounts and commission to be paid by             
the Selling Stockholders.                                                       

The Company has agreed to indemnify the Selling Stockholders          
against certain liabilities in connection with the Registration                 
Statement, of which this Prospectus is a part, including certain                
liabilities under the Securities Act.                                           

DESCRIPTION OF CAPITAL STOCK              

The Company's authorized capital stock consists of (i)                
15,000,000 shares of Common Stock, par value $.10 per share; (ii)               
500,000 shares of Convertible Preferred Stock, having a par value               
of $.10 per share, no shares of which are currently outstanding;                
(iii) 1,200,000 shares of Class A Convertible Preferred Stock,                  
having a par value of $.10 per share; and (iv) 500,000 shares of                
Preferred Stock, having a par value of $.10 per share, issuable in              
one or more series.                                                             

The following brief description of the Company's capital stock        
does not purport to be complete and is subject in all respects to               
(i) applicable Delaware law, and (ii) the provisions of the Com-                
pany's Restated Certificate of Incorporation (the "Certificate")                
and Bylaws, copies of which have been filed as exhibits to the                  
Registration Statement of which this Prospectus is a part.  See                 
"Additional Information."                                                       

Common Stock                                                                    

The Company is authorized to issue 15,000,000 shares of Common        
Stock.  Each share is entitled to one vote on all matters submitted             
to shareholders for a vote (including the election of directors).               
The Common Stock does not provide for cumulative voting rights,                 
preemptive rights to purchase any additional shares, is not redeem-             
able by the Company and, when issued, will be fully paid and                    
nonassessable.  Holders of the Common Stock are entitled to receive             
such dividends as may be declared by the Board of Directors out of              
earnings or surplus and are entitled to share ratably in any                    
distribution of the Company's assets, after payment of all debts                
and other liabilities and subject to the preferential rights of the             
holders of the Company's preferred stock to a payment upon                      
liquidation and dissolution of the Company.  As of February 1,                  
1997, the Company had issued and outstanding 4,435,960 shares of                
Common Stock.                                                                   

Class A Convertible Preferred Stock                                             

The Company is authorized to issue 1,200,000 shares of Class          
A Convertible Preferred Stock.  The Class A Convertible Preferred               
Stock bears annual dividends at the rate of $.90 per share payable              
in cash, property or Common Stock, which are cumulative and have                
priority over dividends on the Common Stock.  As of February 1,                 
1997, the Company had issued and outstanding 34,435 shares of the               
Class A Convertible Preferred Stock.                                            

Series Preferred Stock                                                          

The Company is also authorized to issue 500,000 shares of             
Convertible Preferred Stock, having a par value of $.10 per share,              
and 500,000 shares of Preferred Stock, having a par value of $.10               
per share, in one or more series.  With regard to the issuance of               
the Preferred Stock in one or more series, the Board of Directors               
of the Company is authorized to establish, by resolution, the                   
number of shares to be included in each such series, and to fix the             
designations, powers, preferences, and rights of the shares of each             
such series, and any qualifications, limitations or restrictions                
thereof, provided that no such shares of Preferred Stock shall have             
powers, preferences or special rights that adversely affect the                 
holders of the Class A Convertible Preferred Stock.  As of the date             
of this Prospectus, the Board has authorized such shares in three               
series.                                                                         

Series B Convertible Preferred Stock.  The Company's Series B         
Convertible Preferred Stock (the "Series B Preferred Stock")                    
provides annual cumulative dividends at the rate of 8% of the                   
consideration paid for the stock.  Such dividends are payable in                
shares of the Company's Common Stock.  The consideration to be                  
received by the Company upon initial issuance of each share of the              
Series B Preferred Stock is $1,000.  Holders of Series B shares may             
convert generally all or any of such Series B shares to the                     
Company's Common Stock using a ratio based on the consideration                 
paid for the stock and 75% to 80% of the market value of the Common             
Stock.  Upon liquidation, the holders of Series B preferred shares              
shall be entitled to be paid $1,000 per share plus 8% accrued                   
dividends before any distribution to holders of Common Stock. As of             
February 1, 1997, the Company had issued and outstanding 1,465                  
shares of Series B Preferred Stock.                                             

Series C 8% Cumulative Convertible Preferred Stock.  The              
Company is authorized to issue 5,000 shares of Series C 8%                      
Cumulative Convertible Preferred Stock, $.10 par value (the "Series             
C Preferred Stock"), which provides annual dividends at the rate of             
8% of the share's Stated Value.   The Stated Value per share equals             
$1,000 (as adjusted for any stock dividends, combination or split).             
At the discretion of the Company's Board of Directors, such                     
dividends may be paid in shares of the Series C Preferred Stock.                
As of February 1, 1997, the Company had issued and outstanding 550              
shares of Series C Preferred Stock, all of which were issued on                 
December 13, 1996.                                                              

Holders of Series C Preferred Stock may convert all or any of         
such shares to the Company's Common Stock (the "Series C Conversion             
Shares") beginning 90 days after the issuance of the Series C                   
Preferred Stock.  If not converted earlier by the holder, the                   
Series C Preferred Stock shall be converted automatically on                    
December 31, 1998.  In general, the number of Series C Conversion               
Shares issuable on conversion of each share of Series C Preferred               
Stock shall equal the consideration paid for such share together                
with accrued and unpaid dividends on such share, if any, divided by             
the lesser of (i) $7.50 or (ii) 80% of the closing bid price of the             
Common Stock on the five trading days before conversion.   A holder             
of Series C Conversion Shares may not sell more than 33% of such                
shares between 90 and 120 days of his purchase of Series C                      
Preferred Stock converted into such shares and 67% of such shares               
between 121 and 150 days of his purchase; a holder may generally                
sell all of his Series C Conversion Shares 151 days after his                   
purchase.                                                                       

All shares of Series C Preferred Stock have been sold pursuant        
to offshore transactions exempt from registration pursuant to                   
Regulation S promulgated under the Securities Act.  The Series C                
Conversion Shares must be resold in transactions exempt under                   
Regulation S or another applicable exemption under the Securities               
Act, or (if the exemption under Regulation S becomes unavailable at             
any time before the third anniversary of the purchase of the Series             
D Preferred Stock) pursuant to the registration of the Series C                 
Conversion Shares by the Company.                                               

Upon liquidation, the holders of Series C Preferred Shares            
shall be entitled to be paid $1,000 per share plus 8% accrued                   
dividends before any distribution to holders of Common Stock.  The              
Company has the right to redeem the shares of Series C Preferred                
Stock if a holder of such shares exercise his right of conversion               
at a time when the conversion price is below $5.00.   The                       
redemption price to be paid by the Company is 125% of the Stated                
Value of such shares together with all accrued and unpaid dividends             
thereon.                                                                        

Series D 8% Cumulative Convertible Preferred Stock.   The             
Company is authorized to issue up to 5,000 shares of Series D                   
Preferred Stock, which provides annual dividends at the rate of 8%              
of the share's Stated Value.  The Stated Value per share equals                 
$1,000 (as adjusted for any stock dividends, combination or split).             
At the discretion of the Company's Board of Directors, such                     
dividends may be paid in shares of the Series D Preferred Stock.                
As of February 1, 1997, the Company had issued and outstanding                  
1,175 shares of Series D Preferred Stock.                                       

Holders of Series D Preferred Stock may convert all or any of         
such shares to the Company's Common Stock beginning 90 days after               
the issuance of the Series D Preferred Stock.  If not converted                 
earlier by the holder, the Series D Preferred Stock shall be                    
converted automatically on December 31, 1998.  The Company was                  
obligated to file a registration statement (the "Series D                       
Registration Statement") covering the shares of Common Stock                    
issuable on conversion of the Series D Preferred Stock (the "Series             
D Conversion Shares"); the Series D Registration Statement was                  
declared effective February 14, 1997.  In general, the number of                
Series D Conversion Shares issuable on conversion of each share of              
Series D Preferred Stock shall equal the Stated Value together with             
accrued and unpaid dividends on such share, if any, divided by the              
Conversion Price, which is defined as the lesser of (i) $7.50 or                
(ii) 80% of the closing bid price of the Common Stock on the five               
trading days before conversion.  Notwithstanding the effectiveness              
of the Series D Registration Statement, generally a holder of                   
Series D Conversion Shares may not sell more than 33% of such                   
shares between March 13, 1997 and April 12, 1997, and 67% of such               
shares between April 13, 1997 and May 22, 1997; a holder may                    
generally sell all of the Series D Conversion Shares after May 13,              
1997.                                                                           

Upon liquidation, the holders of Series D Preferred Shares            
shall be entitled to be paid $1,000 per share plus 8% accrued                   
dividends before any distribution to holders of Common Stock.  The              
Company has the right to redeem the shares of Series D Preferred                
Stock if a holder of such shares exercise his right of conversion               
at a time when the Conversion Price is below $5.00 or if the Series             
D Registration Statement has not become effective within 120 days               
of the Initial Issuance Date.  The redemption price to be paid by               
the Company is determined using a ratio based on the trading price              
of the Company's Common Stock and the Stated Value.                             

The Class A Convertible Preferred Stock, the Series B                 
Preferred Stock, the Series C Preferred Stock and the Series D                  
Preferred Stock are all equal in rank with respect to the payment               
of dividends and the distribution of assets upon liquidation of the             
Company.                                                                        

Special Provisions of Delaware Law and the Company's Restated                   
Certificate of Incorporation                                                    

The Company is a Delaware corporation and is subject to               
Section 203 of the Delaware General Corporation Law ("DGCL").  In               
general, Section 203 prevents an "interested stockholder" (defined              
generally as a person owning 15% or more of a corporation's out-                
standing voting stock) from engaging in a "business combination"                
(as defined) with a Delaware corporation for three years following              
the date such person became an interested stockholder unless: (i)               
before such person became an interested stockholder, the board of               
directors of the corporation approved the transaction in which the              
interested stockholder became an interested stockholder or approved             
the business combination, (ii) upon consummation of the transaction             
that resulted in the interested stockholder becoming an interested              
stockholder, the interested stockholder owned at least 85% of the               
voting stock of the corporation outstanding at the time the trans-              
action commenced (excluding stock held by directors who are also                
officers of the corporation and by employee stock plans that do not             
provide employees with the rights to determine confidentially                   
whether shares held subject to the plan will be tendered in a                   
tender or exchange offer), or (iii) on or following the transaction             
in which such person became an interested stockholder, the business             
combination is approved by the board of directors of the corpora-               
tion and approved at a meeting of stockholders by the affirmative               
vote of the holders of at least two-thirds of the outstanding                   
voting stock of the corporation not owned by the interested stock-              
holder.  Under Section 203, the restrictions described above also               
do not apply to certain business combinations proposed by an                    
interested stockholder prior to the consummation or abandonment of              
and subsequent to the earlier of the public announcement or notifi-             
cation of one of certain extraordinary transactions involving the               
corporation and a person who had not been an interested stockholder             
during the previous three years or who became an interested stock-              
holder with the approval of a majority of the corporation's direc-              
tors, if such extraordinary transaction is approved or not opposed              
by a majority of the directors who were directors prior to any                  
person becoming an interested stockholder during the previous three             
years or who were recommended for election or elected to succeed                
such directors by a majority of such directors.                                 

The foregoing provisions could delay or frustrate a change in         
control of the Company.  The provisions could also discourage or                
make more difficult a merger, tender offer or proxy contest, even               
if such event would be favorable to the interests of stockholders.              

Section 102(a)(7) of the DGCL authorizes corporations to limit        
or eliminate the personal liability of directors to corporations                
and their stockholders for monetary damages for breach of the                   
directors' fiduciary duty of care.  The duty of care requires that,             
when acting on behalf of the corporation, directors must exercise               
an informed business judgment based on all material information                 
reasonably available to them.  Absent the limitations now autho-                
rized by such legislation, directors are accountable to corpora-                
tions and their stockholders for monetary damages for conduct                   
constituting gross negligence in the exercise of their duty of                  
care.  Although Section 102(a) does not change directors' duty of               
care, it enables corporations to limit available relief to equita-              
ble remedies such as injunction or rescission.  The Certificate                 
limits the liability of the directors to the Company or its stock-              
holders (in their capacity as directors but not in their capacity               
as officers) to the fullest extent permitted by Section 102(a).                 
Specifically, directors of the Company will not be personally                   
liable for monetary damages for breach of a director's fiduciary                
duty as a director, except for liability: (i) for any breach of the             
director's duty of loyalty to the Company or its stockholders; (ii)             
for acts or omissions not in good faith or which involve intention-             
al misconduct or a knowing violation of law; (iii) for unlawful                 
payments of dividends or unlawful stock repurchase or redemptions               
as provided in Section 174 of the DGCL; or (iv) for any transaction             
from which the director derived an improper personal benefit.                   

LEGAL MATTERS               

Certain legal matters with respect to the Common Stock offered        
hereby will be passed upon for the Company and the Selling                      
Stockholders by Brown, Todd & Heyburn PLLC, Louisville, Kentucky.               

EXPERTS               

The audited financial statements of the Company at December           
31, 1995 and 1994 and for each of the two years in the period ended             
December 31, 1995 incorporated by reference into this Prospectus                
and elsewhere in the Registration Statement, to the extent and for              
the periods indicated in its report, have been audited by King &                
Company, PSC, independent public accountants, and are incorporated              
herein in reliance upon the authority of said firm as experts in                
accounting and auditing in giving said report.                                  

No dealer, salesperson or other individual has been authorized to               
give any information or to make any representations not contained               
in, or incorporated by reference in, this Prospectus, in connection             
with the offering covered by this Prospectus.  If given or made,                
such information or representations must not be relied upon as                  
having been authorized by the Company, the Selling Stockholder or               
any selling agent.  This Prospectus does not constitute an offer to             
sell, or a solicitation of an offer to buy, the Common Stock in any             
jurisdiction where, or to any person to whom, it is unlawful to                 
make such offer or solicitation.  Neither the delivery of this                  
Prospectus nor any sale made hereunder shall, under any                         
circumstances, create an implication that there has not been any                
change in the facts set forth in this Prospectus or incorporated by             
reference herein or in the affairs of the Company since the date                
hereof.                                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘424B3’ Filing		Date		Other Filings
		12/31/98		10KSB40
		5/22/97
		5/13/97
		4/13/97
		4/12/97
		3/13/97
Filed on:		3/12/97		424B3
		3/11/97
		2/14/97
		2/6/97
		2/1/97
		1/16/97		8-K
		1/1/97
		12/31/96		10KSB40,  8-K,  8-K/A
		12/13/96		8-K
		11/25/96		8-K
		10/9/96		8-K
		9/30/96		10-Q
		9/12/96		8-K
		6/30/96		10QSB
		6/1/96
		3/31/96		10QSB
		2/13/96		8-K
		12/31/95		10KSB40
		12/31/94		10KSB/A
		3/17/94
		2/2/94
		2/1/94
		3/31/93
				List all Filings