-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CvFxdny97j5xBfOpNWfnjhNyvJ0vyb+SMTbpEI6tWIlaEPolQlTc48kIJkyIPRiZ 7hy10JeGbuiJbd3p4AITaw== 0000892569-98-000577.txt : 19980311 0000892569-98-000577.hdr.sgml : 19980311 ACCESSION NUMBER: 0000892569-98-000577 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980310 SROS: NONE GROUP MEMBERS: DITO CHAREE L.P. GROUP MEMBERS: DITO DEVCAR CORPORATION GROUP MEMBERS: DITO DEVCAR L.P. GROUP MEMBERS: DRP CHARITABLE TRUST GROUP MEMBERS: PICKUP CHARITABLE UNITRUST II GROUP MEMBERS: PICKUP FAMILY TRUST GROUP MEMBERS: PICKUP RICHARD H/ GROUP MEMBERS: TD INVESTMENTS LLC GROUP MEMBERS: TMP CHARITABLE TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RADICA GAMES LTD CENTRAL INDEX KEY: 0000919642 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45675 FILM NUMBER: 98560601 BUSINESS ADDRESS: STREET 1: 2 12 AU PUI WAN ST STE R 6TH FLR STREET 2: VALIANT INDUSTRIAL CENTRE CITY: FO FAN SHATIN HONG K STATE: K3 BUSINESS PHONE: 8526932238 MAIL ADDRESS: STREET 1: STE 4 6/F 2-12 AU PUI WAN ST CITY: FO TAN HONG KONG STATE: K3 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PICKUP RICHARD H/ CENTRAL INDEX KEY: 0000905980 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WEDBUSH MORGAN SECURITIES INC STREET 2: 500 NEWPORT CENTER DR SUITE 550 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: PICKUP RICHARD H/DITO DEVCAR INC DATE OF NAME CHANGE: 19930524 SC 13D/A 1 SCHEDULE 13D AMENDMENT #6 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1994 SCHEDULE 13D Estimated average burden UNDER THE SECURITIES EXCHANGE ACT OF 1934 hours per form .....14.90 (AMENDMENT NO. 6)* RADICA GAMES LIMITED - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) G73 42H107 - -------------------------------------------------------------------------------- (CUSIP Number) RICHARD H. PICKUP, c/o WEDBUSH MORGAN SECURITIES, INC., 610 NEWPORT CENTER DR., SUITE 1300, NEWPORT BEACH, CALIFORNIA 92660, (714) 759-1311 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 27, 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). 2 SCHEDULE 13D - AMENDMENT NO. 5 CUSIP No. G73 42H10 7 PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dito Devcar Corp., a Nevada corporation, #88-0294385 Pickup Family Trust, $33-6123575 Dito Devcar L.P., a Nevada limited partnership, #88-0294387 TMP Charitable Trust, #88-6055770 DRP Charitable Trust, #88-6055771 Dito Caree L.P., a Nevada limited partnersip, #88-0302506 Pickup Charitable Unitrust II, #33-0563297 TD Investments LLC, a Nevada limited liability company, #88-0370064 Richard H. Pickup, an individual, ####-##-#### - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Richard H. Pickup is an individual maintaining a California residence and is a citizen of the United States. Each of the other reporting entities were organized under and pursuant to the laws of the State of Nevada. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER Dito Devcar Corp.: 2,650,000 Pickup Family Trust: 100,000 TMP Charitable Trust: 25,000 Dito Caree L.P.: 984,000 DRP Charitable Trust: 25,000 Dito Devcar L.P.: 135,000 Pickup Charitable Unitrust II: 70,000 TD Investments LLC: 1,000,000 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING (SEE ITEM 7 ABOVE) PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (SEE ITEM 7 ABOVE) TOTAL OWNED: 4,989,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Dito Devcar Corp. - 12.76% Pickup Family Trust - .48% DRP Charitable Trust - .12% TMP Charitable Trust - .12% Dito Devcar L.P. - .65% Dito Caree L.P. - 4.73% TD Investments LLC - 4.82% Pickup Charitable Unitrust II - .33% TOTAL - 24.01% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* Richard H. Pickup - IN Dito Devcar Corp - CO Pickup Family Trust - CO DRP Charitable Trust - CO TMP Charitable Trust - Dito Devcar L.P. - CO Dito Caree L.P. - CO TD Investments LLC - CO Pickup Charitable Unitrust II - CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 3 AMENDMENT 6 TO SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This Statement, as Amendment No. 6 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 The purpose of this Amendment No. 6 is to correct a mathematical and typographical error as to Amendment No. 5 dated February 14, 1998. This Amendment is an amendment to the original Schedule 13D, dated June 15, 1995 ("Schedule 13D"), and as further amended by Amendments No. 1, 2, 3, 4 and 5 heretofore filed. It is the purpose of this Amendment to reflect a mathematical and typographical error in the number of Shares held by Dito Devcar Corporation, a Nevada corporation ("Dito"), in that the total Shares held by Dito failed to disclose an additional 260,000 Shares previously held and owned by Dito and reported in Amendment No. 4. With said additional 260,000 Shares, the total holdings of Dito total 2,650,000 Shares, and represent 12.76% of the issued and outstanding Shares of Radica. All other statements set forth in Amendment No. 5 to Schedule 13D dated February 14, 1998, are herein restated. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION That information is previously set forth in Amendment No. 5 and is restated herein. ITEM 4. PURPOSE OF TRANSACTION That information is previously set forth in Amendment No. 5 and is restated herein. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As noted hereinabove, this Amendment is to reflect a typographical error in connection with the holdings of Dito. It is noted that Dito holds 2,650,000 Shares (not the 2,390,000 as reported in Amendment No. 5), and said Shares were previously held and acquired. Therefore, the holdings of Dito represent approximately 12.76% of the issued and outstanding Shares of Radica. The percentage of Dito Shares and the percentage of Shares owned by all of the reporting entities are based upon a total of 20,761,200 Shares of common stock of Radica outstanding, as is reflected in Radica's most recent report as filed with the Securities and Exchange Commission. No new or additional acquisitions have been made, other than those as reported in the previous Amendment No. 5 to Schedule 13D, and each of the other reporting entities holds those number of Shares as reported in Amendment No. 5 to Schedule 13D as previously filed. 4 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, no exhibits are to be 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: March 2, 1998 DITO DEVCAR CORPORATION, a Nevada corporation By: /s/ DAVID B. HEHN --------------------------------- DAVID B. HEHN, President DITO DEVCAR LIMITED PARTNERSHIP, a Nevada limited partnership By: GAMEBUSTERS, INC. a Nevada corporation Its: General Partner By: /s/ DAVID B. HEHN --------------------------------- DAVID B. HEHN, President DITO CAREE LIMITED PARTNERSHIP, a Nevada limited partnership By: GAMEBUSTERS, INC., a Nevada corporation Its: General Partner By: /s/ DAVID B. HEHN --------------------------------- DAVID B. HEHN, President -4- 5 PICKUP CHARITABLE REMAINDER UNITRUST II By: /s/ RICHARD H. PICKUP --------------------------------------- RICHARD H. PICKUP, Trustee DRP CHARITABLE UNITRUST UNDER DECLARATION OF TRUST, dated January 29, 1993 By: /s/ RICHARD H. PICKUP --------------------------------------- RICHARD H. PICKUP, Trustee TMP CHARITABLE UNITRUST UNDER DECLARATION OF TRUST, dated January 29, 1993 By: /s/ RICHARD H. PICKUP --------------------------------------- RICHARD H. PICKUP, Trustee TD INVESTMENTS, LLC, a Nevada limited liability company By: /s/ DAVID B. HEHN --------------------------------------- DAVID B. HEHN, Manager /s/ RICHARD H. PICKUP ------------------------------------------ RICHARD H. PICKUP, an individual -5- -----END PRIVACY-ENHANCED MESSAGE-----