SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 3)
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
4514 Cole Avenue
Dallas, Texas 75205
Tel. No.: (214) 522-2100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 13, 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 [ ]
<PAGE>
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) / /
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) / /
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER 7 SOLE VOTING POWER 7,927,893*
OF
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER 7,927,893*
EACH
REPORTING 10 SHARED DISPOSITIVE POWER 0
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,927,893*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.2%
14 TYPE OF REPORTING PERSON*
PN
*But see Item 5
<PAGE>
CUSIP No. 0008933751 13D/A
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Ewing & Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) / /
(b) / /
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) / /
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER 7 SOLE VOTING POWER 0
OF
SHARES 8 SHARED VOTING POWER 0*
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER 0*
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
14 TYPE OF REPORTING PERSON*
PN
*But see Item 5
<PAGE>
CUSIP No. 0008933751 13D/A
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
Timothy G. Ewing
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) / /
(b) / /
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) / /
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER 7 SOLE VOTING POWER 0
OF
SHARES 8 SHARED VOTING POWER 0*
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 10 SHARED DISPOSITIVE POWER 0*
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
14 TYPE OF REPORTING PERSON*
PN
*But see Item 5
<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 to Schedule 13D is being filed on behalf of Value
Partners, Ltd., a Texas limited partnership ("Value Partners"), Ewing &
Partners, a Texas general partnership ("Ewing & Partners"), and Timothy G.
Ewing ("Ewing"), the managing general partner of Ewing & Partners, as an
amendment to the Statement on Schedule 13D, relating to shares of common
stock, par value $.001 per share ("Common Stock"), of Trans World Gaming
Corp. (the "Issuer"), as filed with the Securities and Exchange Commission
on July 11, 1996 and as amended from time to time since such date to the
date hereof (the "Statement"). The Statement is hereby amended and
supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Statement is hereby amended and restated in its entirety to
read as follows:
On September 13, 1999, Value Partners purchased $3,000,000 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 in connection with the
issuance of the Notes and for no additional consideration, Value Partners
received 1,250,727 common stock purchase warrants of the Issuer that in the
aggregate gives Value Partners the right to purchase 1,250,727 shares of
Common Stock. Each of such warrants is exercisable for a period of ten
years and may be exercised at any time prior to March 31, 2008 at an
exercise price of $0.01 per share.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and restated in its entirety to
read as follows:
Value Partners has acquired the 7,927,893 shares of Common Stock
beneficially owned by it solely for investment purposes. Depending on its
evaluation of the Issuer, other investment opportunities, market
conditions, and such other factors as it may deem material, Value Partners
may seek to acquire additional shares of Common Stock in the open market,
in private transactions, or otherwise, or may dispose of all or a portion
of the shares of Common Stock beneficially owned by it.
Except as set forth above, none of Value Partners, Ewing & Partners,
EAM, or Ewing has any plans or proposals of the type referred to in clauses
(a) through (j) of Item 4 of the instructions to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Statement is hereby amended and restated in its entirety to
read as follows:
(a) As of September 13, 1999, Value Partners beneficially owned
7,927,893 shares of Common Stock, which represents 70.2% of the Issuer's
outstanding shares of Common Stock, which such percentage was calculated by
dividing (i) 7,927,893 shares of Common Stock beneficially owned by Value
Partners as of the date hereof by (ii) 11,292,179 shares of Common Stock,
which equals the sum of (x) 3,364,286 shares of Common Stock outstanding
based upon the Issuer's latest Quarterly Report on Form 10-QSB/A filed with
the Securities and Exchange Commission on September 9, 1999, and (y)
7,927,893 shares of Common Stock beneficially owned by Value Partners as of
the date hereof (all of such shares representing Value Partners' right to
acquire 7,927,893 shares of Common Stock through the exercise of its
Warrants).
(b) Value Partners has the sole power to vote and dispose of the
7,927,893 shares of Common Stock beneficially owned by it. However, Ewing
& Partners, as general partner of Value Partners, may direct the vote and
disposition of the 7,927,893 shares of Common Stock owned by Value
Partners. Similarly, Ewing, as managing general partner of Ewing &
Partners, may direct the vote and disposition of the 7,927,893 shares of
Common Stock owned by Value Partners.
(c) During the past 60 days, Value Partners effected the following
transaction in the Common Stock in the over-the-counter market:
Transaction TWG Quantity Price per
Date Buy/Sell Warrants (shares) Share ($)
---- -------- -------- -------- ---------
Exp.
9/13/99 Buy 03/31/2008 1,250,727 See Item 3
(d) Ewing and Ewing & Partners may be deemed to have the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock beneficially owned by Value Partners.
(e) Not applicable.
<PAGE>
SIGNATURES
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: September 22, 1999
VALUE PARTNERS, LTD.
By: EWING & PARTNERS,
as General Partner
By: /S/ TIMOTHY G. EWING
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Timothy G. Ewing,
as Managing Partner
EWING & PARTNERS
By: /S/ TIMOTHY G. EWING
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Timothy G. Ewing,
as Managing Partner
/S/ TIMOTHY G. EWING
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Timothy G. Ewing
