SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
TRANS WORLD GAMING CORP.
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(Name of Issuer)
Shares of Common Stock, par value $0.001 per share
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(Title of Class of Securities)
0008933751
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(CUSIP NUMBER)
TIMOTHY G. EWING
VALUE PARTNERS, LTD.
c/o Ewing & Partners
Suite 4660 West
2200 Ross Avenue
Dallas, Texas 75201-2790
Tel. No.: (214) 999-1900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Ford Lacy, P.C.
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
May 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 [ ]
The information required in 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, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP No. 0008933751 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Value Partners, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 6,677,166
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 6,677,166
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,677,166
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D is being filed on behalf of
Value Partners, Ltd., a Texas limited partnership ("Value Partners") as an
amendment to the initial statement on Schedule 13D, relating to shares of
Common Stock, par value $0.001 per share (the "Common Stock"), of Trans
World Gaming Corp. (the "Issuer"), as filed with the Securities and
Exchange Commission (the "Commission") on July 11, 1996, as amended by
Amendment No. 1 to 13D as filed with the Commission on April 14, 1998 (the
"Initial Schedule 13D"). The Initial Schedule 13D is hereby amended and
supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 of the Initial Schedule 13D is hereby amended by adding the
following paragraph:
On May 27, 1998, Value Partners purchased $1,000,000 of 12% Senior
Secured Notes of the Issuer due March 17, 2005 (the "Notes"). The funds
for the purchase of the Notes came from the working capital of Value
Partners. Pursuant to the Amended Loan Agreement and in connection with
such advances and for no additional consideration, Value Partners received
416,909 common stock purchase warrants of the Issuer that in the aggregate
give Value Partners the right to purchase 416,909 shares of Common Stock.
Each of such warrants is exercisable for a period of (10) years and may be
exercised at any time prior to March 31, 2008 at an exercise price of $0.01
per share.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Schedule 13D is hereby amended by amending and
restating paragraphs (a) and (c) in their entirety to read as follows:
(a) For purposes of Rule 13d-3, as of the date hereof, Value Partners
may be deemed to be the beneficial owner of 6,677,166 shares of Common
Stock (the "Resulting Shares"). The Resulting Shares represent
approximately 68.7% of the Issuer's outstanding Common Stock as calculated
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended.
According to the Issuer's annual report on Form 10-KSB dated
March 30, 1998, a total of 3,044,286 shares of Common Stock were issued and
outstanding as of such date.
(c) The transactions in the Issuer's securities by Value
Partners during the period of April 1, 1998 to May 27, 1998 are listed on
Annex A attached hereto and made apart hereof.
ANNEX A
Transaction Buy/ Quantity Dollar
Date Sell Security (shares) Amount
----------- ---- -------- --------- -------
5/27/98 Buy TWG Warrants 416,909 ---
Exp. 03/31/2008 ---------
416,909
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 4, 1998
VALUE PARTNERS, LTD.
By: Ewing & Partners
as General Partner
By: /S/TIMOTHY G. EWING
--------------------------
Timothy G. Ewing
General Partner
