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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. 2 )*
RADICA GAMES LIMITED
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
G73 42H10 7
- --------------------------------------------------------------------------------
(CUSIP Number)
TIMOTHY R. BUSCH, c/o THE BUSCH FIRM, 2532 DUPONT DR.
IRVINE, CALIFORNIA 92612, (949) 474-7368
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 1, 1998
- --------------------------------------------------------------------------------
(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).
<PAGE> 2
SCHEDULE 13D - Amendment No. 2
CUSIP No. G73 4210 7 PAGE 2 of 8 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LENAWEE TRUST - I.D. NO. 33-6135657
TIMOTHY R. BUSCH - SSN NO. ###-##-####
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(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
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
LENAWEE TRUST WAS ORGANIZED UNDER AND PURSUANT TO THE LAWS OF THE
STATE OF NEVADA. TIMOTHY R. BUSCH, BENEFICIARY OF THE LENAWEE TRUST,
IS A CALIFORNIA RESIDENT AND A CITIZEN OF THE U.S.
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF TIMOTHY R. BUSCH - 0
SHARES LENAWEE TRUST (AND RELATED ENTITIES) - 435,688
BENEFICIALLY --------------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH NONE
REPORTING --------------------------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
TIMOTHY R. BUSCH - 0
LENAWEE TRUST (AND RELATED ENTITIES) - 435,688
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
NONE
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
TIMOTHY R. BUSCH - 0
LENAWEE TRUST - 435,688 TOTAL - 435,688
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
TIMOTHY R. BUSCH - 0%
LENAWEE TRUST - 2.13% TOTAL - 2.13%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
TIMOTHY R. BUSCH - IN
LENAWEE TRUST - CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
AMENDMENT NO. 2 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Statement, as Amendment No. 2 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. 2 is filed as an amendment to an originally filed
Scheduled 13D in January, 1997 ("Schedule 13D"), which Schedule 13D had been
further amended by Amendment No. 1 filed in December, 1997 ("Amendment No. 1").
As noted in the Schedule 13D and Amendment No. 1, the filing entities herein,
represent Lenawee Trust, as formed by a Declaration of Trust dated December 30,
1992 ("Lenawee"), which is a Trust as described in the Schedule 13D and
Amendment No. 1. It is acknowledged that a beneficiary of Lenawee is Mr.
Timothy R. Busch, a reporting person hereunder ("Mr. Busch"). Mr. Busch's
identity is as reported in Amendment No. 1 to the Schedule 13D, as reflected
hereinbelow, by reason of dissolution and distribution of assets of one entity
and a change in control of another entity. The total Shares held by Lenawee,
Mr. Busch and all related entities has substantially fallen below 5% of the
issued and outstanding Shares of Radica. Therefore, an additional purpose of
this Amendment shall be to represent a final Amendment to Schedule 13D, and
each of the reporting entities and members of the "group" shall no longer be
13D filers.
A prior reporting entity, RAD Partners, LLC, a Nevada limited
liability company ("RAD"), has, as was described in Amendment No. 1, worked up,
dissolved and has distributed all Shares previously held to those individuals
and entities as disclosed and set forth in the Schedule 13D. In connection with
the distribution of those Shares previously held by RAD, substantially all of
those Shares have been distributed to entities or individuals who are unrelated
to the reporting persons herein and to entities or individuals as to which
reporting persons herein specifically disaffirm any relationship, excepting
those Shares which have been distributed to Stephan L. Busch, Trustee of the
Stephan L. Busch Living Trust, under Declaration of Trust dated February 13,
1989, the existence of which was disclosed in Amendment No. 1, and Lenawee. In
addition, 25,000 Shares were distributed to Gregory A. Busch, Trustee of the
92653 Trust, under Declaration of Trust dated 12/21/95, the existence and
nature of which was described in Amendment No. 1, and as to which Mr. Busch's
children are the ultimate beneficiaries. The 92653 Trust represents an
irrevocable trust, and Mr. Busch specifically disaffirms any beneficial
ownership of the Shares owned by this Trust, as provided for under Rule 13D(4),
however, by reason of the family relationship as between Mr. Bush and said
entity, said Shares are included within the total holdings of the group in this
Amendment for purposes of calculation of all Shares under this Amendment No. 2,
however, said 25,000 Shares as held by the 92653 Trust are Shares as to which
neither Mr. Busch nor Lenawee nor any other reporting person herein claims any
beneficial interest.
By reason of the completion of dissolution and distribution of all
assets of RAD, RAD is no longer a reporting person nor holds any Shares.
<PAGE> 4
In addition, a prior reporting person hereunder represented BP
Ventures, LLC, a Nevada limited liability company. That entity was the owner of
550,000 Shares, and that entity had previously been reported as a member of a
group consisting of RAD Partners, LLC, Lenawee Trust and Mr. Busch. In
connection with Amendment No. 7 to Schedule 13D as filed by Dito Devcar
Corporation, The Pickup Family Trust, Dito Devcar, LLP, a Nevada limited
partnership, TMP Charitable Trust, DRP Charitable Trust, Dito Caree, LP, a
Nevada limited partnership, TD Investments, the Pickup Charitable Unitrust No.
2, and Richard H. Pickup, an individual, by said Amendment No. 7 filed in
September of 1998, it was reported that by reason of certain reorganization
events effecting BP Ventures, LLC, including certain transactions occurring by
and between BP Ventures and TD Investments, LLC, BP Ventures shall now be
considered a member of that group hereinabove identified (the "Dito
Devcar/Pickup Group"). As described in Amendment No. 7 to the Schedule 13D, as
filed by the Dito Devcar/Pickup Group on or about July 1, 1998, a restructuring
of BP Ventures did occur, and TD Investments did agree to contribute its loan
obligations to BP Ventures in exchange for acquiring member ownership rights in
BP, and simultaneously there did occur a distribution from BP which resulted in
15,688 Shares being transferred to Lenawee (which entity is a part of the group
of Mr. Busch), and after such transaction, the remaining 534,118 Shares as held
by BP were deemed to be controlled by TD Investments, LLC, an entity
acknowledged to be controlled by Mr. Pickup as a member of the Dito
Devcar/Pickup Group. Therefore, as a result of the restructuring transaction of
BP, BP is no longer a reporting person under the Schedule 13D of Lenawee and Mr.
Busch and those Shares as received by Lenawee as a portion of the BP
restructuring, consisting of 15,688 Shares are reported herein as a portion of
the Lenawee holdings. As a result of the BP restructuring, BP is no longer
considered to be or is reflected as a reporting person under the Schedule 13D or
the Amendments thereto.
Further, there shall be included among the holdings of Lenawee Shares
held by Gar Ken Enterprises, Inc., a Nevada corporation, incorporated December
3, 1997, having employee identification no. 88-0380045. Said corporation is the
holder of 100,000 shares. Gar Ken Enterprises, Inc. ("Gar Ken") is a Nevada
corporation maintaining its principal office at 3753 Howard Hughes Parkway,
Suite 200, Las Vegas, Nevada 89109. Gar Ken's directors are Mr. Timothy R.
Busch and Mr. David B. Hehn, and Mr. David B. Hehn holds offices as President,
Vice President, Secretary and Chief Financial Officer. The sole shareholder of
the corporation is Lenawee. Lenawee is considered as the controlling person and
ultimate beneficiary of all ownership rights of Gar Ken and, therefore, all
Shares held by Gar Ken are considered, for the purposes of this Amendment, to
be Shares held by Lenawee.
Therefore, for purposes of this Amendment No. 2, there is reported as
beneficially held by the reporting persons hereunder all Shares now held by
Lenawee, and those Shares held by related entities or trusts formed or
controlled by Mr. Busch, including Shares held under the name of Gar Ken
Enterprises, and, as noted above, Shares held by the Stephan L. Busch Trust and
the 92653 Trust. In addition, Lenawee did acquire 50,000 Shares in an open
market brokered transaction on or about August 28, 1998 (which transaction was
"settled" on or about September 1, 1998) upon the price and terms as described
in Item 5 hereinbelow.
All Shares, therefore, held by Lenawee and Mr. Busch, and those
related entities, the 92653 Trust and the Stephan L. Busch Trust, consist of
435,688 Shares, which Shares represent 2.13% of all issued and outstanding
Shares, as is further reported and reflected in Item 5 hereinbelow.
IT IS THE PURPOSE OF THIS AMENDMENT NO. 2 TO FURTHER DISCLOSE THAT
THE REPORTING PERSONS AND MEMBERS OF THE GROUP HEREIN SHALL NO LONGER BE
REPORTING PERSONS UNDER SECTION 13(d) OF THE ACT BY REASON OF THE COMBINED
HOLDINGS OF ALL REPORTING
-4-
<PAGE> 5
PERSONS AND MEMBERS OF THE GROUP BEING SUBSTANTIALLY LESS THAN 5% OF THE ISSUED
AND OUTSTANDING SHARES. NO FURTHER REPORT SHALL BE FILED UNLESS, AT SOME TIME IN
THE FUTURE, ONE OR MORE OF THE REPORTING PERSONS AND/OR MEMBERS OF THE GROUP
SHALL ACQUIRE 5% OR MORE OF THE ISSUED AND OUTSTANDING SHARES OF RADICA, WHICH
SHALL NECESSITATE ADDITIONAL FILINGS. AT THIS TIME, NO PLANS OR INTENTIONS EXIST
TO ACQUIRE ADDITIONAL SHARES WHICH WILL RESULT IN COMBINED HOLDINGS OF ANY
MEMBERS OF THE GROUP, INDIVIDUALLY OR COLLECTIVELY, EXCEEDING 5% OF THE ISSUED
AND OUTSTANDING SHARES OF RADICA.
Over the past five (5) years, none of the filing persons nor any of the
entities identified in this Amendment No. 2 (including RAD and BP Ventures who
are no longer members of this reporting group), nor any trustee of a trust,
general partner of a partnership, or manager or member of a limited liability
company, nor any of the officers or directors of any corporation identified in
the Schedule 13D or Amendment No. 1 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.
Although it is acknowledged that Mr. Busch may be the controlling person or
ultimate beneficiary of certain of the entities identified in this Amendment No.
2, and, as may be acknowledged herein, he shall, therefore, exercise sufficient
control or such entity shall be established for his benefit of a sufficient
nature to consider such reporting entity to be considered as a "group," there
exists no agreements or understandings, either in writing or orally, between any
of the reporting entities and/or Mr. Busch concerning the Shares nor their
holding, voting, acquisition or disposition.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As previously reported, the Shares have been acquired by means of private
capital or working capital of the entities acquiring said Shares, and no portion
of the funds utilized to acquire those Shares of the reporting entities herein
have been borrowed.
ITEM 4. PURPOSE OF TRANSACTION
As previously reported, each reporting person herein has purchased or held
Shares of 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 formation of any group or any group
action. No Shares, as acquired by Lenawee or any other entity identified herein
as members of the group as a reporting person, have acquired Shares for other
than investment purposes. All transactions involving any of the Shares or any
acquisitions or dispositions within the last sixty (60) days 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.
-5-
<PAGE> 6
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 person of any additional
securities of the issue 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 or term of
directors or to fill any existing vacancies upon the board (excepting as to
voting of Shares for the retention of directors, seating directors and/or
making recommendations for the seating of new directors in the manner in which
any of the filing persons believes best serves their personal investment
interests).
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; or
J. Any action similar to any of those enumerated above.
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 interest in Shares and securities of Radica held by each of the
reporting persons is as follows:
A. Mr. Busch owns of record no Shares of Radica (although, as is
acknowledged, the Shares held by Lenawee and the related entities, Gar Ken
Enterprises and the Stephen L. Busch Trust, are deemed either under the
control of Mr. Busch or held for his benefit.).
B. Lenawee is currently the beneficial and record owner of 365,688
Shares, which represents approximately 1.79% of the issued and outstanding
Shares of Radica. The percentage of Lenawee's Shares and the percentage of
Shares owned by all reporting persons herein
-6-
<PAGE> 7
are based upon a total of 20,409,800 Shares as disclosed in Radica's most
recent annual report as filed with the Securities and Exchange Commission
(which includes all Shares held by Gar Ken, which is acknowledged to be an
entity controlled by Lenawee).
C. In addition to those Shares held by Lenawee, there is included
within the total interest attributable to the reporting persons herein 45,000
Shares held by the Stephan L. Bush Trust and 25,000 Shares held by the 92653
Trust, which is, although disaffirmed as being a member of the group as to the
Stephan L. Busch Trust and disaffirmed as to representing any beneficial
interest by any of the reporting persons being held in such Shares as to the
92653 Trust and shall, for purposes of this report, be included within the
total Shares and holdings reported herein. Therefore, there shall be attributed
to Lenawee 435,688 Shares, which shall represent 2.13% of all of the issued and
outstanding Shares.
D. Lenawee, within the last sixty (60) days, did enter into an
acquisition transaction of Shares (which Shares are included within the total
Shares attributable to Lenawee reported hereinabove), as follows:
LENAWEE TRUST
<TABLE>
<CAPTION>
Date of Purchase Shares Acquired Purchase Price Cost of Acquisition
- ---------------- --------------- -------------- -------------------
<S> <C> <C> <C>
8/28/98 50,000 $12.3315 $616,573.55
</TABLE>
Total Shares acquired: 50,000
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No contracts, agreements, understandings or relationships exist with
respect to securities of Radica between any of the entities or persons
disclosed herein or Mr. Richard H. Pickup.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
-7-
<PAGE> 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and correct.
Date: September 28, 1998
/s/ TIMOTHY R. BUSCH
-----------------------------------
Timothy R. Busch
LENAWEE TRUST, UNDER DECLARATION
OF TRUST DATED DECEMBER 30, 1992
By: /s/ GREGORY A. BUSCH
-------------------------------
Gregory A. Busch, Trustee
By: /s/ DAVID E. KELIGIAN
-------------------------------
David E. Keligian, Trustee
8
