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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. 9)*
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 Drive, Suite 1300, Newport Beach, California 92660
(949) 759-1311
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 15, 1999
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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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AMENDMENT NO. 9 TO SCHEDULE 13D
1. NAME OF REPORTING PERSON(S)
Richard H. Pickup, an individual - SS No. ###-##-####
Dito Devcar Corporation, a Nevada corporation - I.D. No. 88-0294385
Dito Devcar, LP, a Nevada limited partnership - I.D. No. 88-0294387
Dito Caree, LP, a Nevada limited partnership - I.D. No. 88-0302506
BP Ventures, LLC, a Nevada limited liability company - I.D. No. 86-0845227
TD Investments, LLC, a Nevada limited liability company - I.D. No.
88-0370064
Pickup Family Trust - I.D. No. 33-6123575
TMP Charitable Trust - I.D. No. 88-6055770
DRP Charitable Trust - I.D. No. 88-6055771
Pickup Charitable Unitrust II - I.D. No. 33-0563297
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
Richard H. Pickup is an individual residing within and a citizen of the
United States. Each of the reporting entities was organized under and
pursuant to the laws of the State of Nevada.
7. SOLE VOTING POWER
Richard H. Pickup, an individual - 0 shares
Dito Devcar Corporation, a Nevada corporation - 2,650,000 shares
Dito Devcar, LP, a Nevada limited partnership -160,000 shares
Dito Caree, LP, a Nevada limited partnership - 1,033,100 shares
BP Ventures, LLC, a Nevada limited liability company - 534,118 shares
TD Investments, LLC, a Nevada limited liability company - 1,000,000 shares
Pickup Family Trust - 450,000 shares
TMP Charitable Trust - 25,000 shares
DRP Charitable Trust - 25,000 shares
Pickup Charitable Unitrust II - 70,000 shares
8. SHARED VOTING POWER
None
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9. SOLE DISPOSITIVE POWER
Richard H. Pickup - 0 shares
Dito Devcar Corporation, a Nevada corporation - 2,650,000 shares
Dito Devcar, LP, a Nevada limited partnership -160,000 shares
Dito Caree, LP, a Nevada limited partnership - 1,033,100 shares
BP Ventures, LLC, a Nevada limited liability company - 534,118 shares
TD Investments, LLC, a Nevada limited liability company - 1,000,000 shares
Pickup Family Trust - 450,000 shares
TMP Charitable Trust - 25,000 shares
DRP Charitable Trust - 25,000 shares
Pickup Charitable Unitrust II - 70,000 shares
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Richard H. Pickup, an individual - 0 shares
Dito Devcar Corporation, a Nevada corporation - 2,650,000 shares
Dito Devcar, LP, a Nevada limited partnership -160,000 shares
Dito Caree, LP, a Nevada limited partnership - 1,033,100 shares
BP Ventures, LLC, a Nevada limited liability company - 534,118 shares
TD Investments, LLC, a Nevada limited liability company - 1,000,000 shares
Pickup Family Trust - 450,000 shares
TMP Charitable Trust - 25,000 shares
DRP Charitable Trust - 25,000 shares
Pickup Charitable Unitrust II - 70,000 shares
Total of all issued and outstanding shares - 5,947,218
12. CHECK BOX IF THE AGGREGATE AMOUNT IN NO. 11 EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN NO. 11
Richard H. Pickup, an individual - 0%
Dito Devcar Corporation, a Nevada corporation - 14.02%
Dito Devcar, LP, a Nevada limited partnership - .85%
Dito Caree, LP, a Nevada limited partnership - 5.46%
BP Ventures, LLC, a Nevada limited liability company - 2.83%
TD Investments, LLC, a Nevada limited liability company - 5.29%
Pickup Family Trust - 2.38%
TMP Charitable Trust - .13%
DRP Charitable Trust - .13%
Pickup Charitable Unitrust II - .37%
Total percentage held by all reporting persons - 31.47%
14. TYPE OF REPORTING PERSON(S)
Richard H. Pickup, an individual - IN
Dito Devcar Corporation, a Nevada corporation - CO
Dito Devcar, LP, a Nevada limited partnership - CO
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Dito Caree, LP, a Nevada limited partnership - CO
BP Ventures, LLC, a Nevada limited liability company - CI
TD Investments, LLC, a Nevada limited liability company - CO
Pickup Family Trust - CO
TMP Charitable Trust - CO
DRP Charitable Trust - CO
Pickup Charitable Unitrust II - CO
ITEM 1. SECURITY AND ISSUER
This statement, as Amendment No. 9 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. 9 is being filed as an amendment to an originally filed
Schedule 13D, dated June 15, 1995, and is further amended by Amendment Nos. 1,
2, 3, 4, 5, 6, 7 and 8 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
("Dito Caree"), the Pickup family Trust ("Family Trust"), the Pickup Charitable
Unitrust II ("Charitable Unitrust II"), TD Investments, LLC ("TD Investments),
and BP Ventures, LLC ("BP Ventures") are record holders of Shares, and, although
Mr. Pickup owns no Shares of Radica, each of those entities, as identified in
the Schedule 13D and the amendments thereto, is directly or indirectly
controlled or operating for the benefit of Mr. Pickup.
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. The identity and address of each reporting
person (including entities) is as previously reported.
Acquisitions by all of the reporting entities have increased the
holdings of all the reporting entities to a total 5,947,218 Shares. Dito Devcar
Limited Partnership did acquire additional Shares in a period prior to sixty
(60) days before this Amendment No. 9, and its total holdings now represent
160,000 Shares. Additionally, Dito Caree LP did acquire additional Shares in a
period prior to sixty (60) days before this Amendment No. 9, and its total
holdings now represent 1,033,100 Shares.
Subsequent to Amendment No. 7, two of the trusts, the DRP Charitable
Trust and the TMP Charitable Trust, changed their Trustees. The Trustee of both
trusts is now Mr. Dennis W. Harwood who has replaced Mr. Richard H. Pickup as
Trustee of those trusts. Mr. Harwood has acted, from time to time, as attorney
and legal advisor to Mr. Pickup and various of the reporting entities, and,
although Mr. Pickup no longer is the Trustee of said trusts, by reason of the
relationship between the entities and the fact that members of Mr. Pickup's
family are beneficiaries of said trusts (together with various charitable
entities), those two entities will continue to be reporting entities as members
of the group.
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.
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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.
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 information 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 reporting person of any
additional securities of the issuer 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 of directors or to
fill any existing vacancies upon the board.
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.
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 percentage of Shares owned by all of the reporting persons herein
are based upon a total of 18,896,694 Shares of Common Stock of Radica
outstanding as reflected in Radica's most recent report as filed with the
Securities and Exchange Commission.
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
2,650,000 Shares, which represents approximately 14.02% of all of the issued and
outstanding Shares of Radica. All acquisitions by Dito Devcar Corp. are as
previously reported or were acquired more than sixty (60) days prior to this
Amendment No. 8.
C. The DRP Charitable Unitrust is the beneficial and record holder of
25,000 Shares. The DRP Trust holdings constitute approximately .13% of all the
issued and outstanding Shares of Radica. All acquisitions by DRP Charitable
Unitrust are as previously reported.
D. The TMP Charitable Unitrust is the beneficial and record holder of
25,000 Shares. The TMP Trust holdings constitute approximately .13% of all the
issued and outstanding Shares of Radica. All acquisitions by TMP Charitable
Unitrust are as previously reported.
E. The Pickup Charitable Remainder Unitrust 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 .37% of all the issued and outstanding Shares of Radica.
F. Dito Devcar LP is the beneficial and record holder of 160,000
Shares. LP's holdings constitute approximately .85% of all the issued and
outstanding Shares of Radica. All acquisitions by Dito Devcar LP were conducted
more than sixty (60) days prior to this Amendment No. 9.
G. TD Investments, LLC is the beneficial and record holder of 1,000,000
Shares. The holdings of TD Investments LLC constitute approximately 5.29% of all
the issued and outstanding Shares of Radica. All acquisitions by TD Investments,
LLC are as previously reported.
H. BP Ventures, LLC is the beneficial and record holder of 534,118
Shares. The holdings of BP constitute approximately 2.83% of all the issued and
outstanding Shares of Radica. All acquisitions by BP are as previously reported.
I. The Pickup Family Trust is the beneficial and record holder of
450,000 Shares. The Trust's holdings constitute approximately 2.38% of all the
issued and outstanding Shares of Radica. All acquisitions by the Pickup Family
Trust are as previously recorded.
J. Dito Caree, LP is the owner of 1,033,100 Shares. The percentage of
Shares held by Dito-Caree, LP represents 5.46% of all the issued and outstanding
Shares of Radica. All acquisitions by Dito Caree, LP were conducted more than
sixty (60) days prior to this Amendment No. 9.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
No contracts, arrangements, understandings or relationships exist with
respect to securities of Radica between any of the reporting 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,
the undersigned certify that the information set forth in this statement is
true, and correct.
Dated: February 15, 1999 DITO DEVCAR CORPORATION
A Nevada corporation
By: /s/ DAVID B. HEHN
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DAVID B. HEHN, President
DITO CAREE, L.P.
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 DEVCAR, L.P.
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
THE PICKUP FAMILY TRUST UNDER
DECLARATION OF TRUST,
Dated January 5, 1989
By: /s/ RICHARD H. PICKUP
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RICHARD H. PICKUP, Trustee
[SIGNATURES CONTINUE ON NEXT PAGE]
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DRP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST,
Dated January 29, 1993
By: /s/ DENNIS HARWOOD
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DENNIS HARWOOD, Trustee
TMP CHARITABLE UNITRUST UNDER
DECLARATION OF TRUST,
Dated January 29, 1993
By: /s/ DENNIS HARWOOD
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DENNIS HARWOOD, Trustee
PICKUP CHARITABLE REMAINDER
TRUST II
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, President
/s/ RICHARD H. PICKUP
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RICHARD H. PICKUP
An Individual
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