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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1994
SCHEDULE 13D Estimated average burden
UNDER THE SECURITIES EXCHANGE ACT OF 1934 hours per form .....14.90
(AMENDMENT NO. 6)*
RADICA GAMES LIMITED
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
G73 42H107
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(CUSIP Number)
RICHARD H. PICKUP, c/o WEDBUSH MORGAN SECURITIES, INC., 610 NEWPORT CENTER DR.,
SUITE 1300, NEWPORT BEACH, CALIFORNIA 92660, (714) 759-1311
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 27, 1998
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(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 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).
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SCHEDULE 13D - AMENDMENT NO. 5
CUSIP No. G73 42H10 7 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dito Devcar Corp., a Nevada corporation, #88-0294385
Pickup Family Trust, $33-6123575
Dito Devcar L.P., a Nevada limited partnership, #88-0294387
TMP Charitable Trust, #88-6055770
DRP Charitable Trust, #88-6055771
Dito Caree L.P., a Nevada limited partnersip, #88-0302506
Pickup Charitable Unitrust II, #33-0563297
TD Investments LLC, a Nevada limited liability company, #88-0370064
Richard H. Pickup, an individual, ####-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF and WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Richard H. Pickup is an individual maintaining a California residence and
is a citizen of the United States. Each of the other reporting entities
were organized under and pursuant to the laws of the State of Nevada.
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7 SOLE VOTING POWER
Dito Devcar Corp.: 2,650,000
Pickup Family Trust: 100,000
TMP Charitable Trust: 25,000
Dito Caree L.P.: 984,000
DRP Charitable Trust: 25,000
Dito Devcar L.P.: 135,000
Pickup Charitable Unitrust II: 70,000
TD Investments LLC: 1,000,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING (SEE ITEM 7 ABOVE)
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(SEE ITEM 7 ABOVE) TOTAL OWNED: 4,989,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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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 L.P. - .65%
Dito Caree L.P. - 4.73%
TD Investments LLC - 4.82%
Pickup Charitable Unitrust II - .33%
TOTAL - 24.01%
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14 TYPE OF REPORTING PERSON*
Richard H. Pickup - IN
Dito Devcar Corp - CO
Pickup Family Trust - CO
DRP Charitable Trust - CO
TMP Charitable Trust -
Dito Devcar L.P. - CO
Dito Caree L.P. - CO
TD Investments LLC - CO
Pickup Charitable Unitrust II - CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
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AMENDMENT 6 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Statement, as Amendment No. 6 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
The purpose of this Amendment No. 6 is to correct a mathematical and
typographical error as to Amendment No. 5 dated February 14, 1998. This
Amendment is an amendment to the original Schedule 13D, dated June 15, 1995
("Schedule 13D"), and as further amended by Amendments No. 1, 2, 3, 4 and 5
heretofore filed. It is the purpose of this Amendment to reflect a mathematical
and typographical error in the number of Shares held by Dito Devcar
Corporation, a Nevada corporation ("Dito"), in that the total Shares held by
Dito failed to disclose an additional 260,000 Shares previously held and owned
by Dito and reported in Amendment No. 4. With said additional 260,000 Shares,
the total holdings of Dito total 2,650,000 Shares, and represent 12.76% of the
issued and outstanding Shares of Radica.
All other statements set forth in Amendment No. 5 to Schedule 13D
dated February 14, 1998, are herein restated.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
That information is previously set forth in Amendment No. 5 and is
restated herein.
ITEM 4. PURPOSE OF TRANSACTION
That information is previously set forth in Amendment No. 5 and is
restated herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As noted hereinabove, this Amendment is to reflect a typographical
error in connection with the holdings of Dito. It is noted that Dito holds
2,650,000 Shares (not the 2,390,000 as reported in Amendment No. 5), and said
Shares were previously held and acquired. Therefore, the holdings of Dito
represent approximately 12.76% of the issued and outstanding Shares of Radica.
The percentage of Dito Shares and the percentage of Shares owned by all of the
reporting entities are based upon a total of 20,761,200 Shares of common stock
of Radica outstanding, as is reflected in Radica's most recent report as filed
with the Securities and Exchange Commission. No new or additional acquisitions
have been made, other than those as reported in the previous Amendment No. 5 to
Schedule 13D, and each of the other reporting entities holds those number of
Shares as reported in Amendment No. 5 to Schedule 13D as previously filed.
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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.
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: March 2, 1998 DITO DEVCAR CORPORATION,
a Nevada corporation
By: /s/ DAVID B. HEHN
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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
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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
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DAVID B. HEHN,
President
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PICKUP CHARITABLE REMAINDER
UNITRUST II
By: /s/ RICHARD H. PICKUP
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RICHARD H. PICKUP, Trustee
DRP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST, dated
January 29, 1993
By: /s/ RICHARD H. PICKUP
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RICHARD H. PICKUP, Trustee
TMP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST, dated
January 29, 1993
By: /s/ RICHARD H. PICKUP
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RICHARD H. PICKUP, Trustee
TD INVESTMENTS, LLC,
a Nevada limited liability company
By: /s/ DAVID B. HEHN
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DAVID B. HEHN, Manager
/s/ RICHARD H. PICKUP
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RICHARD H. PICKUP, an individual
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