-----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, Shke4QdWPco5TjZGwuNMYemoqIu26FoGFPf8plMP4pZOqXnvZ6YRYPByFawMBh9C cxx5C2jyhEy5XHteYPno1A== 0000941302-98-000069.txt : 19980608 0000941302-98-000069.hdr.sgml : 19980608 ACCESSION NUMBER: 0000941302-98-000069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980605 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD GAMING CORP CENTRAL INDEX KEY: 0000914577 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 133738518 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46403 FILM NUMBER: 98642869 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: STE 1503 CITY: NEW YORK STATE: NY ZIP: 10119-0002 BUSINESS PHONE: 2128263355 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: STE 1503 CITY: NEW YORK STATE: NY ZIP: 10119-0002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VALUE PARTNERS LTD /TX/ CENTRAL INDEX KEY: 0000926614 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752291866 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSE AVE SUITE 4660 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149991900 MAIL ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSS AVE #4660 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 2 TO SCHEDULE 13D) Under the Securities Exchange Act of 1934 TRANS WORLD GAMING CORP. - --------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, par value $0.001 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 0008933751 - --------------------------------------------------------------------------- (CUSIP NUMBER) TIMOTHY G. EWING VALUE PARTNERS, LTD. c/o Ewing & Partners Suite 4660 West 2200 Ross Avenue Dallas, Texas 75201-2790 Tel. No.: (214) 999-1900 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Ford Lacy, P.C. Akin, Gump, Strauss, Hauer & Feld, LLP 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201-4618 (214) 969-2800 May 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 [ ] The information required in 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, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 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) [ X ] 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) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER 6,677,166 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 6,677,166 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,677,166 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.7% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2 to Schedule 13D is being filed on behalf of Value Partners, Ltd., a Texas limited partnership ("Value Partners") as an amendment to the initial statement on Schedule 13D, relating to shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Trans World Gaming Corp. (the "Issuer"), as filed with the Securities and Exchange Commission (the "Commission") on July 11, 1996, as amended by Amendment No. 1 to 13D as filed with the Commission on April 14, 1998 (the "Initial Schedule 13D"). The Initial Schedule 13D is hereby amended and supplemented as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS Item 3 of the Initial Schedule 13D is hereby amended by adding the following paragraph: On May 27, 1998, Value Partners purchased $1,000,000 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 and in connection with such advances and for no additional consideration, Value Partners received 416,909 common stock purchase warrants of the Issuer that in the aggregate give Value Partners the right to purchase 416,909 shares of Common Stock. Each of such warrants is exercisable for a period of (10) years and may be exercised at any time prior to March 31, 2008 at an exercise price of $0.01 per share. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Initial Schedule 13D is hereby amended by amending and restating paragraphs (a) and (c) in their entirety to read as follows: (a) For purposes of Rule 13d-3, as of the date hereof, Value Partners may be deemed to be the beneficial owner of 6,677,166 shares of Common Stock (the "Resulting Shares"). The Resulting Shares represent approximately 68.7% of the Issuer's outstanding Common Stock as calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended. According to the Issuer's annual report on Form 10-KSB dated March 30, 1998, a total of 3,044,286 shares of Common Stock were issued and outstanding as of such date. (c) The transactions in the Issuer's securities by Value Partners during the period of April 1, 1998 to May 27, 1998 are listed on Annex A attached hereto and made apart hereof. ANNEX A Transaction Buy/ Quantity Dollar Date Sell Security (shares) Amount ----------- ---- -------- --------- ------- 5/27/98 Buy TWG Warrants 416,909 --- Exp. 03/31/2008 --------- 416,909 ========= SIGNATURE 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: June 4, 1998 VALUE PARTNERS, LTD. By: Ewing & Partners as General Partner By: /S/TIMOTHY G. EWING -------------------------- Timothy G. Ewing General Partner -----END PRIVACY-ENHANCED MESSAGE-----