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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. )*
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 12, 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
NUMBER OF 256,450
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 256,450
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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
NUMBER OF 256,450
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 256,450
PERSON
WITH 10 SHARED DISPOSITIVE POWER
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
NUMBER OF
SHARES 256,450
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 256,450
WITH
10 SHARED DISPOSITIVE POWER
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
NUMBER OF
SHARES 117,300
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 117,300
WITH
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
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
Item 1. Security and Issuer
Securities acquired: Common Stock ("Common Stock")
Issuer: WHG Resorts and Casinos, Inc.
6063 East Isla Verde Avenue
Carolina, Puerto Rico 00979
Item 2. Identity and Background
(a), (b), (c) and (f) This Schedule 13D is being filed jointly
by Libra Fund, L.P., a Delaware limited partnership ("Libra"), Libra Advisors,
Inc., a New York corporation and the general partner of Libra ("Advisors"),
Ranjan Tandon ("R. Tandon") and Chandrika Tandon ("C. Tandon"). R. Tandon is the
sole shareholder and president of Advisors. C. Tandon is the wife of R. Tandon.
Libra, Advisors, R. Tandon and C. Tandon are hereinafter sometimes referred to
collectively as the "Reporting Persons." The business address of each of Libra,
Advisors, R. Tandon and C. Tandon is 277 Park Avenue, New York, New York 10017.
Libra is a private investment fund. Advisors is the general
partner of Libra.
R. Tandon's principal occupation is president of Advisors. C.
Tandon's principal occupation is management consultant. R. Tandon and C. Tandon
are each United States citizens.
See Item 5 for information regarding ownership of Common
Stock.
(d) and (e). During the past five years, none of the Reporting
Persons has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds
Libra purchased an aggregate of 256,400 shares of Common Stock
for an aggregate purchase price of $2,586,576 using its own funds. C. Tandon
purchased an aggregate of 117,300 shares of Common Stock for an aggregate
purchase price of $1,326,123
6
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using her own funds.
Item 4. Purpose of the Transaction
All of the shares of Common Stock were acquired for investment
purposes. Each of the Reporting Person may acquire or dispose of securities of
the Issuer, including shares of Common Stock, directly or indirectly, in
open-market or privately negotiated transactions, depending upon the evaluation
of the performance and prospects of the Issuer by the Reporting Persons, and
upon other developments and circumstances, including, but not limited to,
general economic and business conditions and stock market conditions.
Except for the foregoing and as disclosed below, no Reporting
Person has any present plans or proposals which relate to or would result in any
of the actions or events described in paragraphs (a) through (j) of Item 4 of
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 117,300 shares of Common
Stock, or 1.9% 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 117,300 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.
7
<PAGE>
(c) See Schedule A attached hereto for a list of the
transactions executed by Libra and C. Tandon with respect to the Common Stock
during the past 60 days. All of such transactions were effected in the open
market. No other Reporting Person has executed any transactions with respect to
the Common Stock in the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6 Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing.
8
<PAGE>
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: June 23, 1997
9
<PAGE>
SCHEDULE A
Libra Fund L.P.
Date Shares Amount
- --------------------------------------------------------------------------------
4/21/97 250 $11.0000
4/23/97 85,900 8.8622
4/29/97 20,000 9.3125
5/22/97 1,300 10.0000
5/23/97 2,000 10.5000
5/27/97 3,100 10.5000
5/27/97 15,000 10.7500
5/28/97 10,000 10.5000
5/29/97 2,300 10.5000
6/2/97 17,600 10.6250
6/3/97 10,000 10.8750
6/4/97 9,300 11.0000
6/5/97 6,000 11.0000
6/6/97 60,000 11.0000
6/13/97 13,700 11.3367
Chandrika Tandon
Date Shares Amount
- --------------------------------------------------------------------------------
6/9/97 45,000 $11.0000
6/10/97 7,000 11.0000
6/11/97 1,600 11.0000
6/12/97 17,100 11.2244
6/18/97 10,000 11.6250
6/19/97 21,000 11.7315
6/20/97 15,600 11.6651
10
<PAGE>
Exhibit A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13D
referred to below) of a statement on Schedule 13D or any amendments thereto,
with respect to the Common Stock of WHG Resorts and Casinos, Inc., and that this
Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on the 23 day of June, 1997.
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
11
