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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. 7)*
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)
SEPTEMBER 2, 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. 7
CUSIP No. G73 42H10 7 PAGE 2 OF 9 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, ####-##-####
BP Ventures, LLC, a Nevada limited liability company, #86-0845227
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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.: 2,390,000
Pickup Family Trust: 250,600
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
BP Ventures LLC: 534,118
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: 5,413,718
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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. - 11.52%
Pickup Family Trust - 1.20%
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%
BP Ventures LLC - 2.57%
TOTAL - 26.06%
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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 - CO
Dito Devcar L.P. - CO
Dito Caree L.P. - CO
TD Investments LLC - CO
Pickup Charitable Unitrust II - CO
BP Ventures LLC - 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 7 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Statement, as Amendment No. 7 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. 7 is filed as an amendment to an originally filed
Scheduled 13D, dated June 15, 1995, and is further amended by Amendment Nos. 1,
2, 3, 4, 5, and 6 heretofore filed. As noted in the Schedule 13D and each of the
amendments thereto, each of the filing entities herein, 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 and amendments thereto, is directly or indirectly controlled or
operating for the benefit of an individual, Mr. Richard H. Pickup. In addition
to those entities heretofore identified, an additional entity, BP Ventures, LLC,
a Nevada limited liability company ("BP"), although previously identified in the
Schedule 13D, has not been previously designated as a reporting person, however,
by reason of the transaction disclosed hereinbelow, BP is now acknowledged to be
a member of the group and, therefore, has become a reporting person under this
Amendment 7 to the Schedule 13D. As has further been acknowledged in the
Schedule 13D and the amendments thereto, each of the entities represents a
"group," although no formal arrangements, agreements or understandings have, at
any time, been entered into between Mr. Pickup and any of the entities
identified herein, nor as between any of the entities identified herein, and
currently there is no agreement or understanding relating to the holding or
voting of Shares. This Amendment No. 7 is filed to disclose additional
acquisitions of Shares by one of the reporting entities, the Pickup Family
Trust, which acquisitions have occurred within the last sixty (60) days, and
shall further report a reorganization of BP, which has resulted in that entity,
and its holdings of Shares, being considered as a portion of this group (by
reason of TD Investments, LLC, a reporting person herein and an owner of Shares,
having now effectively becoming a controlling entity of BP Ventures, LLC).
The total holdings of Shares owned by all the reporting entities
identified in the Schedule 13D and amendments thereto exceed 10% of the issued
and outstanding Shares of Radica.
As has been previously noted in the Schedule 13D and amendments
thereto, an entity known as BP held Shares of Radica, and certain loans made to
BP had been made by TD Investments, LLC, as the lender. BP was an entity having
been a filing person in a separately filed Schedule 13D, dated December 31,
1996, pursuant to which it was reported that BP was the owner of 550,000 Shares
as a member of a group consisting of RAD Partners, LLC and the Lenawee Trust. As
previously reported, BP was formed with Articles of Organization filed with the
Nevada Secretary of State's office in December of 1996, and BP maintains its
mailing address at 3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada
89109. The sole managing individual for the limited liability company is Mr.
Timothy R. Busch, an individual, who maintains offices at 3735
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Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89109, and also maintains
offices at 2532 Dupont Drive, Irvine, California 92612. As has also been noted,
Mr. Busch acts as attorney and advisor to Mr. Pickup in various business
matters. A portion of the proceeds utilized by BP to acquire Shares were
acquired pursuant to a loan agreement with TD Investments, LLC, a reporting
person herein.
On or about July 1, 1998, a restructuring of BP did occur, and TD
Investments did agree to contribute its loan obligations to BP in exchange for
acquiring member ownership rights in BP, and simultaneously other then existing
members of BP did receive distributions and redemptions from BP and, as a
result of the reorganization transaction of July 1, 1998, the sole remaining
member of BP and, therefore, the entity controlling BP is TD Investments, LLC,
an entity acknowledged to be controlled by Mr. Pickup. At the conclusion of the
reorganization transaction of July 1, 1998, BP did hold, and said entity
continues to hold, ownership to 534,118 Shares. Each of those other entities
and individuals as disclosed in the separate Schedule 13D as filed by Mr.
Timothy R. Busch, and other entities, other than BP, including specifically RAD
Partners, LLC and Lenawee Trust, are entities and individuals as to which
members of this group specifically disaffirm any relationship as a group, and
no agreements or understandings exist between any member of this group and
either Mr. Busch and/or RAD Partners and/or Lenawee Trust concerning the
Shares. Other than the reorganization disclosed herein, there exists no
understandings, either written or oral, by and between BP, and any of the other
reporting entities herein concerning the Shares, nor their voting nor any
additional acquisition or disposition of Shares.
As also noted above, the Pickup Family Trust did acquire, between
August 28, 1998 and September 1, 1998, additional Shares, and the acquisition
of those Shares are as disclosed in Item 5 hereinbelow.
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As previously reported, the Shares are acquired by means of private
capital or working capital of the entities acquiring said Shares and no
portions of said funds have been borrowed. All Shares of BP were acquired by
working capital of that entity. All Shares as reported herein as acquired by
the Pickup Family Trust, which transactions did occur subsequent to the most
recent amendment to the Schedule 13D, represents working capital or capital
contributions made to that entity.
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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. Shares acquired by the Pickup Family Trust were acquired
for investment purposes of said Trust. 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.
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.
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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 owns no Shares of Radica.
B. Dito Devcar Corporation is currently the beneficial and record
owner of 2,650,000 Shares, which represents approximately 12.76% of the issued
and outstanding Shares of Radica. The percentage of Dito Devcar Shares and the
percentage of Shares owned by all reporting persons herein are based upon a
total of 20,761,200 Shares of Common Stock of Radica outstanding as reflected
in Radica's most recent report as filed with the Securities and Exchange
Commission.
C. Dito-Caree, LP is the owner of 984,000 Shares. The percentage of
Shares held by Dito-Caree, LP represents 4.73% of the issued and outstanding
Shares of Radica based upon a total of 20,761,200 Shares outstanding.
D. The DRP Charitable Unitrust is the beneficial and record holder
of 25,000 Shares. The DRP Trust holdings constitute approximately .12% of all
outstanding Radica Shares. All acquisitions by DRP Charitable Unitrust are as
previously reported.
E. The TMP Charitable Unitrust is the beneficial and record holder
of 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.
F. The Pickup Charitable Unitrust Trust II ("Trust II") acquired
additional Shares as indicated hereinbelow, and is currently the beneficial and
record holder of 70,000 Shares. The holdings of Trust II constitute
approximately .33% of all outstanding Radica Shares.
G. Dito Devcar LP is the beneficial and record holder of 135,000
Shares. LP's holdings constitute approximately .65% of all outstanding Radica
Shares. All acquisitions by Dito Devcar LP are as previously reported.
H. TD Investments LLC is the beneficial owner and record holder of
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.
I. BP Ventures, LLC is the beneficial owner and record holder of
534,118 Shares. The holdings of BP constitute approximately 2.57% of all
outstanding Radica Shares. All acquisitions by BP are as previously reported.
J. The Pickup Family Trust is the beneficial and record holder of
250,600 Shares. The Trust's holdings constitute approximately 1.20% of all
outstanding Radica Shares. Within the past sixty (60) days, the Pickup Family
Trust did acquire the following Shares:
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PICKUP FAMILY TRUST (All Buys)
<TABLE>
<CAPTION>
Date of Purchase Shares Acquired Purchase Price Cost of Acquisition
- ---------------- --------------- -------------- -------------------
<S> <C> <C> <C>
8/28/98 60,000 $12.281 $ 736,860.00
8/31/98 84,600 $11.881 $1,005,132.60
9/01/98 6,000 $11.625 $ 69,750.00
</TABLE>
Total Shares acquired: 150,600
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
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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: Sept. 2, 1998 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
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DAVID B. HEHN,
President
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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
TD INVESTMENTS, LLC,
a Nevada limited liability company
By: /s/ DAVID B. HEHN
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DAVID B. HEHN, Manager
BP VENTURES, LLC,
a Nevada limited liability company
By: /s/ TIMOTHY R. BUSCH
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TIMOTHY R. BUSCH, Manager
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
--------------------------------
RICHARD H. PICKUP, Trustee
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TMP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST, dated
January 29, 1993
By: /s/ RICHARD H. PICKUP
--------------------------------
RICHARD H. PICKUP, Trustee
/s/ RICHARD H. PICKUP
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RICHARD H. PICKUP, an individual
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