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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
WHG Resorts and Casinos, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92924B105
(CUSIP Number)
Libra Advisors, Inc.
Ranjan Tandon, 277 Park Avenue, 26th Floor, New York, NY 10017
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 27, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 92924B105 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Libra Advisors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
256,450
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 256,450
EACH 10 SHARED DISPOSITIVE POWER
REPORTING
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No.92924B105 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Libra Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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
DELAWARE
7 SOLE VOTING POWER
256,450
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 256,450
EACH 10 SHARED DISPOSITIVE POWER
REPORTING
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 92924B105 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ranjan Tandon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
256,450
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 256,450
EACH 10 SHARED DISPOSITIVE POWER
REPORTING
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 92924B105 Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chandrika Tandon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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
U.S.
7 SOLE VOTING POWER
223,100
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 223,100
EACH 10 SHARED DISPOSITIVE POWER
REPORTING
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D
Amendment No. 1
This Amendment No. 1 to the Statement on Schedule 13D amends
and supplements the Statement on Schedule 13D relating to the event date of June
12, 1997 (the "Schedule 13D") filed by Libra Fund, L.P., Libra Advisors, Inc.,
Ranjan Tandon and Chandrika Tandon (collectively, the "Reporting Persons")
relating to the common stock (the "Common Stock") of WHG Resorts and Casinos
Inc. (the "Issuer"). The address of the principal executive offices of the
issuer is 6063 East Isla Verde Avenue, Carolina, Puerto Rico 00979. Capitalized
terms used herein and not defined herein shall have the meanings assigned
thereto in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b) Libra is the beneficial owner of 256,450 shares of
Common Stock, or 4.2% of the outstanding shares of Common Stock.
Advisors, as general partner of Libra, has the power to vote
and to direct the voting of and the power to dispose and direct the disposition
of the 256,450 shares of Common Stock owned by Libra. Accordingly, Advisors may
be deemed to be the beneficial owner of such 256,450 shares of Common Stock.
As the sole shareholder and president of Advisors, R. Tandon
may be deemed to have the power to vote and to direct the voting of and the
power to dispose and direct the disposition of the 256,450 shares of Common
Stock owned by Libra. Accordingly, R. Tandon may be deemed to be the beneficial
owner of such 256,450 shares of Common Stock.
C. Tandon is the beneficial owner of 223,100 shares of Common
Stock, or 3.7% of the outstanding shares of Common Stock. C. Tandon has the sole
power to vote and to direct the voting of and the power to dispose and direct
the disposition of the 223,100 shares of Common Stock owned by her. C. Tandon
disclaims beneficial ownership of the shares of Common Stock owned by the other
Reporting Persons. Libra, Advisors and R. Tandon each disclaim beneficial
ownership of the shares of Common Stock owned by C. Tandon.
The number of shares beneficially owned by each of the
Reporting Persons and the percentage of outstanding shares represented thereby,
have been computed in accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended. The ownership of the Reporting Persons is based on
6,050,200 outstanding shares of Common Stock of the Issuer as of June 13, 1997
as reported in the Issuer's Registration Statement on Form S-1 as filed on June
19, 1997.
6
<PAGE>
(c) See Schedule A attached hereto for a list of the
transactions executed by C. Tandon with respect to the Common Stock since the
filing of the Schedule 13D. All of such transactions were effected in the open
market. No other Reporting Person has executed any transactions with respect to
the Common Stock since the filing of the Schedule 13D.
(d) Not Applicable.
(e) Not Applicable.
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.
LIBRA FUNDS, L.P.
By: LIBRA ADVISORS, INC.,
its General Partner
By: /s/ Ranjan Tandon
--------------------------------
Name: Ranjan Tandon
Title: President
LIBRA ADVISORS, INC.
By: /s/ Ranjan Tandon
--------------------------------
Name: Ranjan Tandon
Title: President
/s/ Ranjan Tandon
-----------------------------------
RANJAN TANDON
/s/ Chandrika Tandon
-----------------------------------
CHANDRIKA TANDON
Dated: July 3, 1997
7
<PAGE>
SCHEDULE A
Chandrika Tandon
Date Shares Amount
- ----------------------- ----------------------- -----------------------
6/23/97 10,300 $11.5625
6/24/97 16,500 11.5598
6/25/97 10,000 11.125
6/26/97 20,000 11.875
6/27/97 25,000 10.625
6/30/97 18,900 10.7135
7/1/97 5,100 11.2427
8
