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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under
THE SECURITIES EXCHANGE ACT OF 1934
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TRANS WORLD GAMING CORP.
(Name of Issuer)
One Penn Plaza, Suite 1503
New York, New York 10119-0002
Common Stock
(Title of Class of Securities)
893375105
(CUSIP number)
Copy to:
Christopher P. Baker Christopher G. Karras
C.P. Baker & Company, Ltd. Dechert Price & Rhoads
120 Boylston St. 4000 Bell Atlantic Tower
Boston, Massachusetts 02116 1717 Arch Street
(617) 423-1080 Philadelphia, Pennsylvania 19103-2793
(Name, address and telephone number of
Person Authorized to Receive Notices
and Communications)
August 23, 1995
(Date of Event which Requires Filing of this Statement)1
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 [ ]
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.
This 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>
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1) Name of Reporting Person Christopher P. Baker
S.S. Or I.R.S. Identification
No. of Above person ###-##-####
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2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds PF
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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 U.S.A.
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Number of Shares 7) Sole Voting
Beneficially Owned By Power 131,939
Reporting Person With ---------------------------------
8) Shared Voting
Power 0
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9) Sole Dispositive
Power 131,939
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10) Shared Dispositive
Power 0
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 131,939
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12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares. [X]*
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13) Percent of Class Represented
by Amount in Row (11) 5.05%
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14) Type of Reporting Person IN
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* Excludes 11,500 shares of Common Stock and Warrants to purchase
2,087 shares of Common Stock owned by Mr. Baker's spouse. Mr. Baker
disclaims beneficial ownership of such securities.
Page 2 of 7 Pages
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock $.001 par value (the "Common Stock") of Trans World Gaming Corp. (the
"Issuer"). The principal place of business of the Issuer is One Penn Plaza,
Suite 1503, New York, New York 10119-0002.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the filing person is Christopher P. Baker
(b-c) Business address for Mr. Baker:
C.P. Baker & Company, Ltd.
120 Boylston Street
Boston, MA 02116
Mr. Baker's principal occupation is President of C.P. Baker &
Company, Ltd. ("Baker Ltd."), a broker-dealer.
(d) During the last five years, Mr. Baker has not been convicted in a
criminal proceeding.
(e) During the last five years, Mr. Baker has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Baker is a United States citizen.
Page 3 of 7 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On July 18, 1995, Baker Ltd. used its working capital to make open
market purchases of 5,000 shares of Common Stock at $2.88 per share.
On July 28, 1995, Baker Ltd. used its working capital to make an open
market purchase of 2,500 shares of Common Stock at $2.81 per share.
On July 31, 1995, Baker Ltd. used its working capital to make an open
market purchase of 1,400 shares of Common Stock at $2.75 per share.
On August 2, 1995, Baker Ltd. used its working capital to make an open
market purchase of 1,000 shares of Common Stock at $2.75 per share.
On August 3, 1995, Baker Ltd. used its working capital to make an open
market purchase of 100 shares of Common Stock at $2.75 per share.
On August 4, 1995, Baker Ltd. used its working capital to make open
market purchases of 1,000 warrants to purchase Common Stock ("Company Warrants")
at $0.38 per warrant.
On August 7, 1995, Baker Ltd. used its working capital to make an open
market purchase of 2,000 Company Warrants at $0.38 per warrant.
On August 7, 1995, Baker Ltd. used its working capital to make open
market purchases of 4,400 shares of Common Stock at $2.56 per share.
On August 8, 1995, Baker Ltd. used its working capital to make open
market purchases of 3,200 Company Warrants at $0.38 per warrant.
On August 9, 1995, Baker Ltd. used its working capital to make open
market purchases of 4,100 Company Warrants at $0.38 per warrant.
On August 14, 1995, Baker Ltd. used its working capital to make an open
market purchase of 1,000 Company Warrants at $0.38 per warrant.
On August 15, 1995, Baker Ltd. used its working capital to make an open
market purchase of 4,900 shares of Common Stock at $2.44 per share.
On August 23, 1995, Baker Ltd. used its working capital to make open
market purchases of 5,100 shares of Common Stock at $2.69 per share.
Page 4 of 7 Pages
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ITEM 4. PURPOSE OF TRANSACTION
Mr. Baker has acquired the Common Stock and Company Warrants for
investment purposes. Mr. Baker intends to review, from time to time, his
investment in the Issuer on the basis of various factors, including but not
limited to the Issuer's business, financial condition, results of operations and
prospects, general economic and industry conditions, the securities market in
general and the market for the Issuer's securities in particular, as well as
other developments and other investment opportunities. Based upon those
considerations, Mr. Baker may decide to convert all or some of the Company
Warrants into Common Stock or to seek to acquire additional shares of Common
Stock or Company Warrants on the open market or in privately negotiated
transactions, or to dispose of all or a portion of the Common Stock or Company
Warrants that he owns.
Except as set forth above, Mr. Baker, has not formulated any plans or
proposals of the types referred to in clauses (a) through (j) of Item 4 of
Schedule 13D.
Page 5 of 7 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) Mr. Baker may be deemed to be the beneficial owner with sole
power to vote and dispose of a total of 131,939 shares of Common Stock (or 5.05%
of the outstanding Common Stock as calculated in accordance with Rule 13d-3(d)),
which includes the following: 20,000 shares of Common Stock of which Mr. Baker
is the record holder; 27,588 shares of Common Stock that may be acquired upon
the exercise of Company Warrants of which Mr. Baker is the record holder; 35,000
shares of Common Stock of which Baker Ltd. is the record holder; 39,351 shares
of Common Stock that may be acquired upon the exercise of Company Warrants of
which Baker Ltd. is the record holder; and 10,000 shares of Common Stock of
which C.P. Baker Partners, Limited Partnership ("Baker Partners") is the record
holder. Mr. Baker owns 99% of the common stock of Baker Ltd., and so may be
deemed to beneficially own the securities of the Issuer held by Baker Ltd. Baker
Ltd. is the general partner of Baker Partners, and Mr. Baker may therefore be
deemed to be the beneficial owner of the securities of the Issuer held by Baker
Partners.
(c) See Item 3 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among Mr. Baker and any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Page 6 of 7 Pages
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Signature
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 1, 1998 /s/Christopher P. Baker
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CHRISTOPHER P. BAKER
Page 7 of 7 Pages
