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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. 3)*
RADICA GAMES LIMITED
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
G73-42H107
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(CUSIP Number)
TIMOTHY R. BUSCH, c/o THE BUSCH FIRM, 2532 Dupont Drive, Irvine, CA 92612
(949) 474-7368
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 9, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 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).
*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
CUSIP No. G 73 4210 7
---------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
(SEE ATTACHED PAGE)
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(2) Check the Appropriate Box if a Member of a Group* (a) [X]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
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)
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(6) Citizenship or Place of Organization
(SEE ATTACHED PAGE)
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(7) Sole Voting Power
Number of (SEE ATTACHED PAGE)
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by NONE
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With (SEE ATTACHED PAGE)
--------------------------------------------------------
(10) Shared Dispositive Power
NONE
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
(SEE ATTACHED)
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
(SEE ATTACHED)
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(14) Type of Reporting Person (See Instructions)
(SEE ATTACHED PAGE)
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<PAGE> 3
AMENDMENT NO. 3 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Statement, as Amendment No. 3 ("Amendment No. 3") 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 RADA.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 3 is filed as an amendment to an originally
filed Schedule 13D on January 11, 1997 ("Schedule 13D"), which Schedule 13D has
been further amended by Amendment No. 1, filed in December, 1997 ("Amendment No.
1") and Amendment No. 2 filed in September, 1998 (Amendment No. 2). As noted in
Amendment No. 2, that filing represented a "final" Amendment to Schedule 13D
since at that time Mr. Busch and all related entities as filing persons had
substantially less then five percent (5%) of the issued and outstanding shares
of Radica. However, on or about 9th day of September, 1999, an additional
entity, RAD Partners 1999 LLC, ("RAD 99") an entity controlled by Mr. Busch, did
acquire substantial additional shares of Radica and therefore, those
acquisitions and holdings, when added to other holdings by entities controlled
by Mr. Busch, results in all of said controlled entities holding in excess of
five percent (5%) of the issued and outstanding shares of Radica. Such event
therefore necessitates this additional Amendment No. 3 and the reactivation of
the Schedule 13D hereto filed by Mr. Busch and related entities.
As noted in the Schedule 13D and Amendment No. 1 heretofore
filed, Lenawee Trust was formed by a Declaration of Trust dated December 30,
1992 ("Lenawee"), as to which Trust the primary beneficiary is Mr. Timothy R
Busch, a reporting person hereunder ("Mr. Busch"). Mr. David E. Keligian and Mr.
Gregory R. Busch are currently the Trustees of the Lenawee Trust, and both
Trustees maintain their offices at 2532 Dupont Drive, Irvine, California 92612.
As indicated previously within the filed Schedule 13D and the
amendments thereto, Mr. Timothy R. Busch is an attorney, licensed in California
and in other states, and maintains his offices at 3753 Howard Hughes Parkway,
Suite 200, Las Vegas, Nevada 89109 and 2532 Dupont Drive, Irvine, California
92612. Mr Busch owns no Radica Shares of record. It is acknowledged, however,
that Mr. Busch is deemed to control or act as a beneficiary of each of the
entities designated herein, or, in case of the Stephan Lynn Busch 1998
Charitable Remainder Trust, the income beneficiary of that Trust is the spouse
of Mr. Busch (Stephan Lynn Busch).
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Gar Ken Enterprises, Inc ("Gar Ken") is a Nevada Corporation
maintaining its principal offices at 2753 Howard Hughes Parkway, Suite 200, Las
Vegas, Nevada. Mr. David B. Hehn holds the offices of President, Secretary and
Treasurer of said entity, and also maintains his offices at 3753 Howard Hughes
Parkway, Suite 200, Las Vegas, Nevada. The directors of said entity are Mr.
Timothy R. Busch and Mr. David B. Hehn and the sole shareholder of Gar Ken is
Lenawee.
The Timothy R. Busch 1998 Charitable Remainder Trust dated
November 23, 1998 ("TRB Charitable Unitrust") was established by Mr. Timothy R.
Busch as Trustor and Mr. Busch is the income beneficiary of said Trust. The
Trustee of said TRB Charitable Unitrust is Mr. Ricardo G. Brutocoa. Mr. Brutocoa
maintains his office at c/o The Busch Firm, 2532 Dupont Drive, Irvine,
California 92612.
The Stephan R. Busch 1998 Charitable Remainder Unitrust dated
November 23, 1998 ("SRB Charitable Unitrust") was established by Stephan L.
Busch as Trustor and she is the income beneficiary of said Trust. The SRB
Charitable Unitrust maintains its offices at c/o The Busch Firm, 2532 Dupont
Drive, Irvine, California 92612. Mr. Richard G. Brutocoa is also Trustee of said
Trust. Stephan L. Busch, the income beneficiary and Trustor, is the wife of the
Timothy R. Busch.
As a reporting entity designated herein, RAD 99 currently
holds of record and beneficially 1,300,000 Shares of Radica, (with record
ownership of said Shares now in the process of being transferred to RAD 99),
which Shares were acquired in connection with those transactions as disclosed in
Item 3 hereinbelow.
Lenawee currently holds 210,582 shares of Radica,
substantially all of which Shares, excepting those Shares acquired in recent
transaction disclosed in Item 5, were acquired in transactions as disclosed in
the previously filed Schedule 13D and amendments thereto. Certain of the Shares
have been recently transferred in transactions between the filing entities as
described in the previously filed Schedule 13D the amendments thereto and in
Item 3 hereinbelow.
Gar Ken currently holds 50,000 shares. The sole shareholder of
Gar Ken is Lenawee and, by reason of such ownership, Lenawee is considered as
the controlling person and the ultimate beneficiary of all ownership rights of
Gar Ken held in the Shares.
Both the TRB Charitable Unitrust and SLB Charitable Unitrust
hold 37,500 shares, each (for a total combined holding of both said entities of
75,000 Shares).
In addition to the foregoing entities, it is to be noted, as
was disclosed in Amendment 2, the 92653 Trust does hold Shares. The 92653 Trust
was established pursuant to a Declaration of Trust dated December 21, 1995,
under which Gregory A. Busch is currently acting as Trustee and the
beneficiaries thereof are the children of Timothy R. Busch, towit: Garritt
Stephan Busch and MacKenzie Lynn Busch. Since the 92653 Trust is an irrevocable
trust and is not deemed to be controlled by or under the control of either
Timothy R. Busch or his
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<PAGE> 5
spouse, and, as was disclosed in the prior Schedule 13D filing and amendments
thereto, said entity is not included or considered as portion of the TRB Group,
or as a filing person herein, and the Shares held by said entity, consisting of
25,000 Shares, are not included within the calculation of Shares under this
Amendment No. 3.
In addition, it is noted that an additional Schedule 13D
filing concerning Shares of Radica (as was disclosed prior amendments) has been
made by the "Pickup entities" which includes TD Investments LLC, Dito Devar,
Dito Caree and the Pickup Family Trust. Although certain of said entities have
made loans to RAD 99 in order to facilitate the acquisition of Shares by RAD 99,
none of said Pickup entities, nor any other entities controlled by Richard H.
Pickup (including but not limited to TMP Charitable Trust, the DRP Charitable
Trust, Pickup Charitable Unitrust No. 2 and Mr. Richard H. Pickup, as an
individual) are deemed to be a members of the TRB Group filing this Amendment
No. 3, nor are they deemed to be controlled by any of the entities or individual
filing this Amendment, therefore no member of the group of "Pickup entities" is
reflected as a reporting person under the Schedule 13D or the amendments
thereto. It is to be noted that Mr. Busch and members of his law firm have
acted, from time to time, as legal counsel for certain of the entities included
with the "Pickup entities", however such representation has not been considered
to constitute control nor represent a reason to include any of such entities as
reporting person under the Schedule 13D or the amendments thereto
All Shares, therefore, held by reporting persons hereunder
consists of 1,635,582 Shares, which Shares represent 9.16% percentage of the
issued and outstanding Shares, as is further reported and reflected in item 5
hereinbelow (it is to be noted that those shares held by the 92653 Trust are not
included within said total).
It is acknowledged that each of the reporting entities herein,
to wit: Lenawee, RAD 99, Gar Ken, TRB Charitable Unitrust and the SLB Charitable
Unitrust are entities or organizations ultimately controlled by Mr. Timothy R.
Busch and are, therefore, deemed and acknowledged to be entities which are
members of a "group". For purposes of this Schedule 13D, each of those entities
shall collectively be referred to as the "TRB Group." Mr. Busch, although he
owns no Radica Shares, is deemed to control each of the reporting entities
herein.
Over the past five (5) years, none of the filing persons or
any of the reporting entities identified hereinabove nor any Trustee of a Trust
or a member or manager of any limited liability company reporting identified
herein nor any officer or director of any reporting corporation identified
herein has been (1) convicted in a criminal proceeding or (2) been a party to a
civil proceeding of judicial or administrative body which resulted in a
judgment, decree or final order enjoining future violations of or prohibitions
or mandating activities subject to federal or securities laws or finding any
violation with respect to such laws.
Despite the acknowledgement of existence of a "Group" between
each of those entities within the TRB Group, there exists no agreement or
understandings, either in writing or orally, between any of the reporting
entities and/or Mr. Busch concerning the Shares nor the holding, voting or
acquisition of disposition of any Shares of Radica.
-3-
<PAGE> 6
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The transaction giving rise to the 13D by the filing of this
Amendment No.3 involves the acquisition of a total of 1,100,000 Shares of Radica
upon the close of a private purchase transaction completed on the 9th day of
September, 1999 which transaction has resulted in a total of 1,300,000 Shares
now being held beneficially and of record by RAD 99 (with registration of
certain Shares currently being in process). Said transaction was preceded by
Lenawee contributing 200,000,00 shares of Radica to RAD 99 as of date of the
formation of RAD 99, specifically on or about August 25, 1999. As of the date of
such contribution, the contributed Shares were subject to a "margin loan"
outstanding in favor of the institutional broker holding said account, with said
margin loan amount being in the principal sum of approximately $1,000,000.
Subsequent to its formation, RAD 99 did borrow funds from a combination of
entities consisting of TD Investments, Dito Devcar LP and Dito Caree LP (each of
which entities are controlled by Mr. Richard H. Pickup as described in Item 2
hereinabove) with the total sum of the loan being Nine Million Two Hundred
Twelve Thousand Thousand Five Hundred Dollars ($9,212,500). Said borrowed funds
were not restricted as to their purpose, however said borrowed funds were
utilized to acquire and purchase in a privately negotiated transaction from
certain Pickup entities a total of One Million One Hundred Thousand (1,100,000)
Shares of Radica, at a total purchase price of Nine Million Two Hundred Twelve
Thousand Five Hundred Dollars ($9,212,500), representing a price of $8.375 per
Share. Said price per Share represented the open market and trading price for
Radica on the close of the NASDAQ market the day prior to the transaction
(9/8/99).
The terms of the loan used for the acquisition of such Shares
from the Pickup entities as lender, is evidenced by promissory note, (the
"Note"). Under the terms and provisions of the Note, the payment of the
principle and interest obligations may, in part, be paid by the holder of the
Note granting a participation interest in the Shares or sales proceeds received
upon sale of the Shares by RAD 99, however, none of the Pickup entities have any
direct control over the holding, voting or disposition of Shares (except to the
extent of a possible participation interest upon the proceeds thereof as a
portion of the loan repayment upon the Note). The ownership, disposition and
holding of all of said Shares are deemed to be controlled by the TRB Group.
In addition to the holdings of RAD 99 in the Shares additional
members of the TRB Group and their holdings of Shares are as follows:
(a) Lenawee, a Nevada Trust, has as its Trustees David L.
Keligian and Gregory L. Busch. The Trustees maintain
their offices at 2532 Dupont Drive, Irvine,
California 92612. Said entity is currently the
beneficial holder of Two Hundred Ten Thousand Five
Hundred Eighty Two Shares (210,582.) Shares. Eight
Thousand (8,000) Shares were acquired on August 12,
1999, as more completely described in Item 5 6
hereinbelow. The balance of Shares held by Lenawee
were acquired during a time period in excess of three
(3) months prior to the date of this Amendment No. 3.
-4-
<PAGE> 7
(b) Gar Ken is a Nevada Corporation whose officer(s) is
Mr. David Hehn, who maintains his offices at 3753
Howard Hughes Parkway, Suite 200, Las Vegas, Nevada
89109. Gar Ken maintains its principal office at 3753
Howard Hughes Parkway, Suite 200, Las Vegas, Nevada
89109 with directors of said entity being Mr. Hehn
and Mr. Busch. Gar Ken is the record holder and owner
of 50,000 Shares, all of which Shares were acquired
during that time period disclosed by the Schedule 13D
and prior amendments thereto.
(c) The Timothy R. Busch 1998 Charitable Remainder Trust
is a California Trust with the Trustee thereof being
Mr. Richard J. Brutocoa who maintains his offices at
c/o The Busch Firm, 2532 Dupont Drive, Irvine,
California 92612. All of said Shares held by said TRB
Charitable Unitrust were acquired in excess of six
(6) months prior to the filing of this Amendment No.
3 by means of transfer of said Shares from other
affiliated and related members of the TRB Group.
(d) Stephen L. Busch 1998 Charitable Remainder Trust is a
Califonria Trust with the Trustee thereof being Mr.
Richard J. Brutocoa who maintains his offices at c/o
The Busch Firm, 2532 Dupont Drive, Irvine, California
92612. All of said Shares held by said Trust were
acquired during a period more then six (6) months
prior to the filing of this Amendment No. 3 by means
of transfer of said Shares from other affiliated and
related members of the TRB Group.
Each of the reporting persons 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 the filing
persons in connection with the formation of any group
or any group action. No Shares have been acquired by
Lenawee, RAD 99 or any other filing entity identified
herein as members of the TRB Group, for any purpose
other then investment purposes. All transactions
involving the Shares which represent any acquisitions
or dispositions which have occurred within the last
sixty (60) days are reported in Item 5 hereinbelow.
ITEM 4. PURPOSE OF TRANSACTION
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> 8
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:
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<PAGE> 9
A. Mr. Busch owns of record no Shares of Radica (although, as
is acknowledged, the Shares held by the other entities identified herein as
member of the TRB Group have deemed either under the control of Mr. Busch or
held for his benefit or the benefit of his spouse).
B. Lenawee is currently the beneficial and record owner of
210,582 Shares, which represents approximately 1.18% 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 are based upon a
total of 17,833,394 outstanding Shares as disclosed in Radica's most recent
report as filed with the Securities and Exchange Commission. Lenawee has engaged
in no transactions concerning Shares within the last sixty (60) days, excepting
the acquisition of Shares on August 12, 1999 and transfer of Two Hundred
Thousand (200,000) Shares to RAD 99 at the date of formation of said entity on
or about August 25, 1999. On August 12, 1999 Lenawee did acquire 8,000 Shares in
an open market brokered transaction at the then-current price of $8.6857 per
Share for total consideration of 69,485.25.
C. RAD 99 is currently the beneficial record owner of
1,300,000 Shares which represents approximately 7.28% percent of the issued and
outstanding Shares of Radica. All of said Shares were acquired in connection
with a private transaction consisting of the contribution of 200,000.00 shares
from Lenawee to RAD 99 and the acquisition of 1,100,000.00 Shares from the
various Pickup entities as disclosed in item 3 hereinabove. The Member of RAD 99
is Lenawee, and the Manager of said entity is Timothy R. Busch. Said entity,
therefore, is deemed effectively controlled by Mr. Busch and is included as the
member of the TRB Group. RAD 99 maintains its principal office at 3753 Howard
Hughes Parkway, Suite 200, Las Vegas, Nevada.
D. TRB Charitable Unitrust holds of record of 37,500 Shares,
representing .21% percent of the issued and outstanding shares of Radica. All
acquisitions and transactions involving Radica Shares concerning the holdings of
the TRB Charitable Unitrust were prior to the year 1999.
E. SLB Charitable Unitrust holds of record of 37,500 Shares
representing .21% percent of the issued and outstanding shares of Radica. All
acquisitions and transactions involving Radica Shares concerning the holdings of
SLB Charitable Unitrust were prior to the year 1999.
Except the transaction involving the acquisition of Shares by
RAD 99 and the Lenawee acquisition of 8,000 Shares, both as provided
hereinabove, no additional Shares were acquired or disposed of within the past
sixty (60) days by any of the TRB Group entities identified herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
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<PAGE> 10
No contracts, agreements, understandings or relationships
exist with respect to securities of Radica between any of the entities or
persons disclosed herein excepting that loan arrangement as specified in Item 3
involving RAD 99.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable - no Exhibits are being filed.
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 24, 1999
/s/ TIMOTHY R. BUSCH
----------------------------------------
TIMOTHY R. BUSCH,
TIMOTHY R.BUSCH CHARITABLE REMAINDER
UNITRUST DATED NOVEMBER 23, 1998
By: /s/ RICARDO G. BRUTOCOA
------------------------------------
RICARDO G. BRUTOCOA, Trustee
STEPHAN LYNN BUSCH
CHARITABLE REMAINDER UNITRUST DATED
NOVEMBER 23, 1998
By: /s/ RICARDO G. BRUTOCOA
------------------------------------
RICARDO G. BRUTOCOA, Trustee
(SIGNATURES CONTINUES ON THE NEXT PAGE)
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<PAGE> 11
LENAWEE TRUST,
UNDER DECLARATION OF
TRUST DATED DECEMBER 30, 1992
By: /s/ GREGORY A. BUSCH
------------------------------------
GREGORY A. BUSCH, Trustee
By: /s/ DAVID L. KELIGIAN
------------------------------------
DAVID L. KELIGIAN, Trustee
GAR KEN ENTERPRISES INC
By: /s/ DAVID B. HEHN
------------------------------------
DAVID B. HEHN
RAD PARTNERS 1999 LLC
By: /s/ TIMOTHY R. BUSCH
------------------------------------
TIMOTHY R. BUSCH, Manager
-9-
