<PAGE> 1
OMB APPROVAL
-----------------------------
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form......... 14.90
-----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
RADICA GAMES LIMITED
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
G73 42H10 7
- -------------------------------------------------------------------------------
(CUSIP Number)
Richard H. Pickup, c/o Wedbush Morgan Securities, Inc., 610 Newport
Center Drive, Suite 1300, Newport Beach, California 92660, (714) 759-1311
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 2, 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled our 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> 2
SCHEDULE 13D
CUSIP NO. G73 42H10 7 PAGE 2 OF 8 PAGES
- ------------------------ -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON:
Dito Devcar Corp., a Nevada corporation, I.D. #88-0294385;
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dito Devcar LP, a Nevada limited partnership, I.D. #88-0294387; TMP
Charitable Trust, I.D. #88-6055770; DRP Charitable Trust, I.D.
#88-6055771; Richard H. Pickup, SS ####-##-####; Dito Caree LP, a Nevada
limited partnership, I.D. #88-0302506; Pickup Family Trust, I.D.
#33-6123575; Pickup Charitable Remainder Unitrust II, I.D. #33-0563297;
TD Investments LLC, a Nevada limited liability company, I.D. #88-0370064
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
PF and 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
Each of the corporate, partnership, trust and limited liability company
entities are organized under and pursuant to the laws of the State of
Nevada. Richard H. Pickup is an individual maintaining a California
residence and is a citizen of the U.S.
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
Dito Devcar Corp. -- 2,650,000; Pickup Family Trust -- 100,000;
NUMBER OF DRP Charitable Trust -- 25,000; TMP Charitable Trust -- 25,000;
SHARES Dito Devcar LP -- 125,000; Dito Caree LP -- 775,000; Pickup
BENEFICIALLY Charitable Remainder Unitrust II -- 36,500; TD Investments LLC
OWNED BY -- 1,000,000
EACH
REPORTING
PERSON
WITH
-----------------------------------------------------------------------
8. SHARED VOTING POWER
None
-----------------------------------------------------------------------
9. SOLE VOTING POWER
Dito Devcar Corp. -- 2,650,000; Pickup Family Trust -- 100,000;
DRP Charitable Trust -- 25,000; TMP Charitable Trust -- 25,000;
Dito Devcar LP -- 125,000; Dito Caree LP -- 775,000; Pickup
Charitable Remainder Unitrust II -- 36,500; TD Investments LLC
-- 1,000,000
-----------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Dito Devcar Corp. -- 2,650,000; Pickup Family Trust -- 100,000; DRP
Charitable Trust -- 25,000; TMP Charitable Trust -- 25,000; Dito Devcar
LP -- 125,000; Dito Caree LP -- 775,000; Pickup Charitable Remainder
Unitrust II -- 36,500; TD Investments LLC -- 1,000,000; Aggregate Total
-- 45,736,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Dito Devcar Corp. -- 12.76%; Pickup Family Trust -- .48%; DRP Charitable
Trust -- .12%; TMP Charitable Trust -- .12%; Dito Devcar LP --
.60%; Dito Caree LP -- 3.73%; Pickup Charitable Remainder Unitrust II
-- .18%; TD Investments LLC -- 4.82% Aggregate Total -- 22.81%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
Richard H. Pickup -- IN; Dito Devcar Corp. -- CO; Pickup Family Trust --
CO; DRP Charitable Trust -- CO; TMP Charitable Trust -- CO; Dito Devcar
LP -- CO; Dito Caree LP -- CO; Pickup Charitable Remainder Unitrust II
-- CO; TD Investments LLC -- CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
<PAGE> 3
AMENDMENT 4 TO SCHEDULE 13D
---------------------------
ITEM 1. SECURITY AND ISSUER
- ---------------------------
This Statement, as an Amendment No. 4 to a previously filed Schedule
13D, relates to shares of Common Stock ("Shares") of Radica Games Limited, a
Bermuda corporation ("Radica") whose executive offices are located at Suite R,
6/Fl.2-12 Au Pui Wan St., Fo Tan, Hong Kong with Radica's USA offices located
c/o Radica Enterprises Limited, 5301 Longley Lane, Suite 157, Reno, Nevada
89511-1806. Shares of Radica are traded on the NASDAQ over the counter National
Market System under the trading symbol of RADAF.
ITEM 2. IDENTITY AND BACKGROUND
- -------------------------------
This Amendment No. 4 is filed as an amendment to the originally filed
Schedule 13D, dated June 15, 1995 ("Schedule 13D"), and as further amended by
Amendments No. 1, 2 and 3 heretofore filed. As noted in the Schedule 13D, each
of those filing entities identified therein, specifically, Dito Devcar
Corporation, a Nevada corporation ("Dito"), Dito Devcar, LP, a Nevada limited
partnership ("LP"), the DRP Charitable Trust ("DRP Trust"), TMP Charitable
Trust ("TMP Trust"), Dito Caree, LP, a Nevada limited partnership, Pickup Family
Trust, Pickup Charitable Unitrust II, and TD Investments, LLC are record
holders of Shares, and each of those entities, as identified in the Schedule
13D, is directly or indirectly controlled or operating for the benefit of an
individual, Mr. Richard H. Pickup. As has further been acknowledged in the
Schedule 13D, each of those entities represents a "group," although no formal
arrangement, agreement or understanding has, at any time, been entered into
between Mr. Pickup and any of the entities identified therein, nor as between
any of the entities identified therein, and currently there is no agreement or
understanding relating to the holding or voting of the Shares. This Amendment
is required by reason of the disposition and liquidation of Shares by one of
the entities, Dito Devcar Corporation, a Nevada corporation.
The total holdings of Shares owned by all the reporting entities
identified in the Schedule 13D exceed 10% of the issued and outstanding Shares
of Radica. The identity of each of the members of the "group" has heretofore
been specified and identified in the Schedule 13D and the Amendments thereto.
Over the past five (5) years, none of the filing persons nor any of the
entities identified in the Schedule 13D, nor any trustee of a trust or general
partner of a partnership, nor any manager or member of a limited liability
company, nor any of the officers or directors of any corporation identified in
the Schedule 13D have been (1) convicted in a criminal proceeding, or (2) been
a party to a civil proceeding of a judicial or administrative body which
resulted in a judgment, decree or final order enjoining future violations of or
prohibitions or mandating activity subject to federal or state securities laws
or finding any violations with respect to such laws.
Although Mr. Richard H. Pickup is the controlling person, trustee or
majority shareholder of each of the entities identified in the Schedule 13D,
and it is acknowledged that he exercises sufficient control in order to
consider each of the reporting entities to be treated as a "group," there
exists no agreements or understandings, either in writing or orally, between
any of the reporting entities and/or Mr. Pickup concerning the Shares nor their
holding, voting or acquisition or disposition of any Shares of Radica.
-3-
<PAGE> 4
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- ---------------------------------------------------------
The transactions giving rise to this Amendment involves the disposition
and sale of a total of Three Hundred and Fifty Thousand (350,000) Shares of
Radica in a series of transactions in open market trades between July 30, 1997
and early September, 1997, which involved the disposition of Three Hundred and
Fifty Thousand (350,000) Shares, thereby reducing the holdings of Dito Devcar
Corporation from Three Million (3,000,000) Shares, prior to the commencement of
such disposition, to the current holding of Two Million Six Hundred and Fifty
Thousand (2,650,000) Shares. All Shares disposed of by Dito Devcar Corporation
were in connection with open market bordered transactions and were sold
pursuant to the terms and provisions of Rule 144. Those Shares sold and
liquidated by Dito Devcar Corporation were sold on those dates for the sale
consideration as designated in Item 5 hereinbelow.
ITEM 4. PURPOSE OF TRANSACTION
- ------------------------------
As previously reported, each member of the "group" controlled by Mr.
Pickup has purchased Shares in Radica for investment purposes only and no
agreement, formal or informal, written or oral, has been entered into by and
between any of the filing persons in connection with the formation of any group
or any group action. Those Shares disposed of by Dito Devcar Corporation were
disposed of for personal investment objectives of Dito Devcar Corporation. None
of the other filing persons has acquired or disposed of any Shares and the
holdings of all filing persons are as reported in Item 5 hereinbelow.
Each of the filing persons retains the election and right of making
further acquisitions and/or dispositions of Radica stock from one or more
sellers or buyers, either through open market or negotiated private
transactions, or disposing of all or any portion of the filing persons' Shares
held in Radica stock, to one or more purchasers, either through open market or
in private negotiated transactions.
None of the filing persons has any present plans or proposals which
may relate to or result in:
A. The acquisition or disposition by any person of any additional
securities of the issue or the disposition of securities of the issuer.
B. An extraordinary corporate transaction, such a merger,
reorganization or liquidation involving the issuer or any of its subsidiaries.
C. The sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries.
D. A change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies upon the board (excepting as to
voting of Shares for the retention of directors, seating directors and/or making
recommendations for the seating of new directors in the manner in which any of
the filing persons believes best serves their personal investment interests).
E. Any material change in the present capitalization or dividend policy
of the issuer.
F. Any material change in the issuer's business or corporate structure.
-4-
<PAGE> 5
G. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person.
H. Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association.
I. Causing a class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
J. Any action similar to any of those enumerated above.
Although no member of the filing persons has any present plans in
connection with any of the foregoing, none of the foregoing actions by any of
the filing persons, or any member thereof, can be ruled out in the future for
either the short or the long-term.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
- --------------------------------------------
The interest in Shares and securities of Radica held by each of the
filing persons is as follows:
A. Mr. Richard H. Pickup, an individual, owns none of the Shares of
Radica.
B. Dito Devcar Corporation, a Nevada corporation, is currently the
beneficial and record owner of Two Million Six Hundred and Fifty Thousand
(2,650,000) Shares. Dito Devcar Corporation sold and liquidated, pursuant to
the terms and provisions of Rule 144 subsequent to Amendment No. 3 to Schedule
13D, Three Hundred and Fifty Thousand (350,000) Shares in the following
transactions:
<TABLE>
<CAPTION>
Net Proceeds of Sale
Date of Sale Shares Sold Price of Sale (After Costs/Commissions)
------------ ----------- ------------- -------------------------
<S> <C> <C> <C>
7/30/97 50,000 $ 7.625 $380,233
7/30/97 10,000 $ 7.625 $ 76,047
8/01/97 20,000 $ 7.9375 $158,341
8/04/97 30,000 $ 8.25 $246,888
8/05/97 20,000 $ 8.5 $169,590
8/18/97 30,000 $ 8.75 $261,887
8/20/97 12,000 $ 9.0 $107,632
8/21/97 9,600 $ 9-1/8 $ 87,305
8/25/97 48,400 $ 9-13/16 $444,156
8/26/97 50,000 $ 9-1/2 $474,480
8/27/97 50,000 $ 9.862 $492,605
8/29/97 5,000 $10-1/2 $ 52,294
9/02/97 15,000 $10.875 $162,816
-------
350,000
</TABLE>
All of the Shares sold by Dito Devcar Corporation as stated above were
sold in open market, broker handled transaction. Following such sales, Dito
Devcar Corporation holds Two Million Six Hundred and Fifty Thousand Shares,
which represents approximately 12.76% of the
-5-
<PAGE> 6
issued and outstanding Shares of Radica. The percentage of Dito Devcar Shares,
and the percentage of Shares owned by all the reporting persons herein, are
based upon a total of Twenty Million Seven Hundred Sixty-One Thousand and Two
Hundred (20,761,200) Shares of common stock of Radica outstanding as is
reflected in Radica's most recent reports as filed with the Securities and
Exchange Commission.
C. The DRP Charitable Unitrust is the beneficial and record holder of
Twenty Five Thousand (250,000) Shares. The DRP Trust holdings constitute
approximately .12% of all outstanding Radica Shares. All acquisitions by DRP
Charitable Unitrust are as previously reported.
D. The TMP Charitable Unitrust is the beneficial and record holder of
Twenty Five Thousand (25,000) Shares. The TMP Trust holdings constitute
approximately .12% of all outstanding Radica Shares. All acquisitions by TMP
Charitable Unitrust are as previously reported.
E. Dito Devcar LP is the beneficial and record holder of One Hundred
Twenty Five Thousand (125,000) Shares. LP's holdings constitute approximately
.60% of all outstanding Radica Shares. All acquisitions by Dito Devcar LP are
as previously reported.
F. The Pickup Family Trust is the beneficial and record holder of One
Hundred Thousand (100,000) Shares. The Trust's holdings constitute
approximately .48% of all outstanding Radica Shares. All acquisitions by the
Pickup Family Trust are as previously reported.
G. Dito Caree LP is the beneficial and record holder of Seven Hundred
and Seventy-Five Thousand (775,000) Shares. The holdings of Dito Caree LP
constitute approximately 3.73% of all outstanding Radica Shares. All
acquisitions by Dito Caree LP are as previously reported.
H. The Pickup Charitable Remainder Trust II ("Trust II") is the
beneficial and record holder of Thirty-Six Thousand and Five Hundred (36,500)
shares. The holdings of Trust II constitute approximately .18% of all
outstanding Radica shares. All acquisitions by the Pickup Charitable Remainder
Trust II are as previously reported.
I. TD Investments LLC, a Nevada limited liability company, is the
beneficial owner and record holder of One Million (1,000,000) Shares. The
holdings of TD Investments LLC constitute approximately 4.82% of all
outstanding Radica Shares. All acquisitions by TD Investments LLC are as
previously reported.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
- -----------------------------------------------------------------------------
TO SECURITIES OF THE ISSUER
---------------------------
No contracts, agreements, understandings or relationships exist with
respect to securities of Radica between any of the entities or persons
disclosed herein or Mr. Richard H. Pickup.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- ----------------------------------------
Not applicable, no exhibits are to be filed.
-6-
<PAGE> 7
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and correct.
Date: October 1, 1997 DITO DEVCAR CORPORATION,
a Nevada corporation
By: /s/ DAVID B. HEHN
--------------------------------
DAVID B. HEHN, President
DITO DEVCAR LIMITED PARTNERSHIP,
a Nevada limited partnership
By: GAMEBUSTERS, INC.,
a Nevada corporation
Its: General Partner
By: /s/ DAVID B. HEHN
--------------------------
DAVID B. HEHN, President
DITO CAREE LIMITED PARTNERSHIP,
A Nevada limited partnership
By: GAMEBUSTERS, INC.,
a Nevada corporation
Its: General Partner
By: /s/ DAVID B. HEHN
--------------------------
DAVID B. HEHN, President
PICKUP CHARITABLE REMAINDER
UNITRUST #II
By: /s/ RICHARD H. PICKUP
---------------------------------
RICHARD H. PICKUP, Trustee
DRP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST, dated
January 29, 1993
By: /s/ RICHARD H. PICKUP
---------------------------------
RICHARD H. PICKUP, Trustee
-7-
<PAGE> 8
TMP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST, dated
January 29, 1993
By: /s/ RICHARD H. PICKUP
--------------------------------
RICHARD H. PICKUP, Trustee
TD INVESTMENTS, LLC,
a Nevada limited liability company
By: /s/ DAVID B. HEHN
--------------------------------
DAVID B. HEHN, Manager
/s/ RICHARD H. PICKUP
--------------------------------
RICHARD H. PICKUP, an individual
-8-
