<PAGE>
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OMB APPROVAL
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OMB NUMBER 3235-0145
EXPIRES: OCTOBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER FORM . . . 14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
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. )*
TRANS WORLD GAMING CORP.
- -------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
- -------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
893375105
------------------------------------------------------------
(CUSIP NUMBER)
EBEN PAUL PERISON, U.S. BANCORP LIBRA,
A DIVISION OF U.S. BANCORP INVESTMENTS, INC.
11766 WILSHIRE BOULEVARD, SUITE 870, LOS ANGELES, CA 90025 (310) 312-5682
- -------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
9/7/99
-------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box / /.
Check the following box if a fee is being paid with the statement /X/. (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: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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).
(PAGE 1 OF 9 PAGES)
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<PAGE>
SCHEDULE 13D
- ----------------------- -------------------------------
CUSIP NO. 893375105 PAGE 2 OF 9 PAGES
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- ----------------------- -------------------------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 IRS. IDENTIFICATION NO. OF ABOVE PERSON (Entity)
Ravich Revocable Trust of 1989
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
2 (b) / /
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OR ORGANIZATION
6 California revocable trust
- -------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
180,313
SHARES
---------------------------------------------------------
BENEFICIALLY SHARED VOTING
8
OWNED BY -0-
---------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 180,313
---------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
10
WITH -0-
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 180,313
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 / /
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 5.4%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 OO
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*SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- -------------------------------
CUSIP NO. 893375105 PAGE 3 OF 9 PAGES
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- ----------------------- -------------------------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 IRS. IDENTIFICATION NO. OF ABOVE PERSON (Entity)
Jess M. Ravich
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
2 (b) / /
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 PF
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
5
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OR ORGANIZATION
6 United States
- -------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
180,313
SHARES
---------------------------------------------------------
BENEFICIALLY SHARED VOTING
8
OWNED BY -0-
---------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 180,313
---------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
10
WITH -0-
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 180,313
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 / /
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 5.4%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 IN
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*SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
CUSIP No. 893375105 Page 4 of 9 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 10119-0002.
Item 2. Identity and Background.
(a) This statement is filed on behalf of the Ravich
Revocable Trust of 1989, a revocable trust for
which Jess M. Ravich is the trustee (the "Ravich
Revocable Trust") and Jess M. Ravich ("Mr.
Ravich"). The Ravich Revocable Trust and Mr. Ravich
are referred to herein collectively as the
"Reporting Persons" and individually as a
"Reporting Person".
(b) All Reporting Persons
c/o U.S. Bancorp Libra, a division of U.S.
Bancorp Investments, Inc.
11766 Wilshire Boulevard, Suite 870
Los Angeles, California 90025
Attn: General Counsel
(c) The Ravich Revocable Trust is a revocable trust
holding certain investment assets, and Mr. Ravich
is the trustee thereof. The principal occupation of
Mr. Ravich is to serve as Chairman and Chief
Executive Officer of U.S. Bancorp Libra, a division
of U.S. Bancorp Investments, Inc. ("U.S. Bancorp
Libra"). The principal business of U.S. Bancorp
Libra is acting as a broker/dealer of securities
and its address is listed in (b) above.
(d) During the last five years, neither of the
Reporting Persons had been convicted in a criminal
proceeding.
(e) During the last five years, neither of the
Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such
Reporting Persons were or are 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) Ravich is a citizen of the U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
The funds for the purchase of the Common Stock by the Ravich Revocable
Trust came from the personal funds of such trust.
<PAGE>
CUSIP No. 893375105 Page 5 of 9 Pages
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Item 4. Purpose of the Transaction.
On March 31, 1998, the Ravich Revocable Trust purchased
$50,000 of 12% Senior Secured Notes of the Issuer due March 17, 2005. The funds
for the purchase of the Notes came from the personal funds of the Ravich
Revocable Trust. The Notes were issued by the Issuer pursuant to that certain
Indenture, dated as of March 31, 1998, among the Issuer, TWG International U.S.
Corporation, TWG Finance Corporation. and U.S. Trust Company of Texas,N.A., as
Trustee, pursuant to which the Issuer issued $17,000,000 12% Senior Secured
Notes due March 17, 2005 (the "Notes"). In connection with the purchase of such
notes and for no additional consideration, the Ravich Revocable Trust received
common stock purchase warrants of the Issuer that give the Ravich Revocable
Trust the right to purchase 20,845 shares of Common Stock at an exercise price
of $0.01 per share. The Ravich Revocable Trust exercised such warrants on
September 14, 1999.
In consideration for services rendered to the Issuer for
acting as placement agent in connection with the private placement of the Notes,
U.S. Bancorp Libra (and the Ravich Revocable Trust as its designee) received
common stock purchase warrants of the Issuer that gave the Ravich Revocable
Trust the right to purchase 159,468 shares of Common Stock at an exercise price
of $0.01 per share and U.S. Bancorp Libra the right to purchase 106,312 shares
of Common Stock at an exercise price of $0.01 per share. On September 4, 1999,
the Ravich Revocable Trust exercised its warrants. Accordingly, the Ravich
Revocable Trust now owns 180,313 shares of Common Stock. The Ravich Revocable
Trust holds such shares of Common Stock solely for investment purposes, and
without any intent, purpose or effect of changing or influencing control of the
Issuer or its predecessor.
On September 4, 1999, U.S. Bancorp Libra also exercised its
warrants received in connection with the financing. Accordingly, U.S. Bancorp
Libra now owns 106,312 shares of Common Stock. The Ravich Revocable Trust has
NOT included the 106,312 shares of Common Stock held by U.S. Bancorp Libra in
the number of shares beneficially owned by it.
None of the Reporting Persons has any present plans or
proposals which relate to or would result in any of the following (although the
right to develop such plans or proposals is reserved): (i) the acquisition of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any 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 on the Issuer's present
Board of Directors; (v) any material change in the present capitalization or
dividend policy of the Issuer or in the Issuer's business or corporate
structure; (vi) any other material change in the Issuer's charter or by-laws or
other actions which may impede the acquisition of control of the Issuer by any
person; (vii) 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;
(viii) 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 (the "Exchange Act"); or (ix) any action
similar to any of those enumerated above.
<PAGE>
CUSIP No. 893375105 Page 6 of 9 Pages
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Item 5. Interest in Securities of the Issuer.
(a) The Ravich Revocable Trust beneficially owns
180,313 shares of the Issuer's Common Stock, or
5.4%. Jess M. Ravich, as trustee of the Ravich
Revocable Trust, may also be deemed to beneficially
own 180,313 shares of the Issuer's Common Stock, or
5.4%.
(b) The Ravich Revocable Trust has sole voting and
investment power over the shares of Common Stock
currently held by it. Mr. Ravich, as trustee of the
Ravich Revocable Trust, may be deemed to have the
power to vote and dispose of the Shares by virtue
of his relationship as trustee.
(c) None of the Reporting Persons has had any other
transaction in the Common Stock of the Company
within the last 60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
There are no contracts, understanding or relationships
(legal or otherwise) among or between any Reporting
Person or, to the best of their knowledge, their
respective officers, directors or general partners or
between or among any of such persons and with respect to
any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1.1 Agreement of Reporting Persons regarding a
joint Schedule 13D (and such amendments as may become
necessary) with respect to the Common Stock of Trans
World Gaming Corp. dated as of September 14, 1999.
<PAGE>
CUSIP No. 893375105 Page 7 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
September 14, 1999 RAVICH REVOCABLE TRUST OF 1989
By: \s\ JESS M. RAVICH
---------------------------------
Jess M. Ravich, Trustee
\s\ JESS M. RAVICH
------------------------------------
JESS M. RAVICH
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
- ------- ----------- -----------
<S> <C> <C>
1.1 Agreement of Reporting Persons regarding a joint Schedule 13D 9
(and such amendments as may become necessary) with respect to
the Common Stock of Trans World Gaming Corp. dated as of
September 14, 1999
</TABLE>
(PAGE 8 OF 9 PAGES)
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<PAGE>
EXHIBIT 1
AGREEMENT
WHEREAS, The Ravich Revocable Trust of 1989 (the "Ravich
Revocable Trust") and Jess M. Ravich ("Ravich" and with the Ravich Revocable
Trust, the "Reporting Persons"), individually or collectively, may be deemed to
be a beneficial owner within the meaning of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), for purposes of Section 13(d) of the Exchange
Act of the Common Stock, $.001 par value (the "Common Stock"), of Trans World
Gaming Corp. (the "Issuer"); and
WHEREAS, the Reporting Persons desire to satisfy any filing
obligation each may have under Section 13(d) of the Exchange Act by filing a
single Schedule 13D pursuant to such Section with respect to each class of
securities;
NOW THEREFORE, the Reporting Persons agree to file a Schedule
13D under the Exchange Act relating to the Common Stock of the Issuer and agree
further to file any such amendments thereto as may become necessary unless and
until such time as one of the parties shall give written notice to the other
parties of this Agreement that it wishes to file a separate Schedule 13D
relating to the Common Stock of the Issuer, provided that each person on whose
behalf the Schedule 13D or any amendments is filed is responsible for the timely
filing of such Schedule 13D and any amendments thereto necessitated by the
actions or intentions of such person and for the completeness and accuracy of
the information pertaining to it and its actions and intentions.
The Agreement may be executed in two or more counterparts,
each of which shall constitute but one instrument.
September 14, 1999 RAVICH REVOCABLE TRUST OF 1989
By: \s\ JESS M. RAVICH
-------------------------------
Jess M. Ravich, Trustee
\s\ JESS M. RAVICH
----------------------------------
JESS M. RAVICH
(PAGE 9 OF 9 PAGES)
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