SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
PREMIUM CIGARS INTERNATIONAL, LTD.
(Name of Issuer)
Shares of Common Stock
(Title of Class of Securities)
740588 10 8
(CUSIP Number)
* 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).
CUSIP No. 740588 10 8
Page 1 of 6 Pages
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CUSIP No. 740588 10 8 13G Page 2 of 6 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Londen Insurance Group
Lincoln Heritage Life Insurance Company
Life of Boston Insurance Company
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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. CITIZENSHIP OR PLACE OF ORGANIZATION
Londen Insurance Group Arizona corporation
Lincoln Heritage Life Insurance Company Illinois corporation
Life of Boston Insurance Company Oklahoma corporation
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5. SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY ----------------------------------------------
OWNED BY EACH 6. SHARED VOTING POWER
REPORTING PERSON 20,000
WITH ----------------------------------------------
7. SOLE DISPOSITIVE POWER
None
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8. SHARED DISPOSITIVE POWER
20,000
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,476*
*includes 190,476 shares which may be acquired by the exercise of
warrants within 60 days
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
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12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 740588 10 8 13G Page 3 of 6 Pages
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Item 1(a). Name of Issuer.
PREMIUM CIGARS INTERNATIONAL, LTD.
Item 1(b). Address of Issuer's Principal Executive Offices.
15651 North 83rd Way, Suite 3
Scottsdale, Arizona 85260
Item 2(a). Name of Person Filing.
Londen Insurance Group
Lincoln Heritage Life Insurance Company
Life of Boston Insurance Company
Item 2(b). Address of Principal Business Office or, if none, Residence.
Londen Insurance Group
Lincoln Heritage Life Insurance Company
Life of Boston Insurance Company
4343 East Camelback Road, Suite 400
Phoenix, Arizona 85018
Item 2(c). Citizenship.
Londen Insurance Group Arizona corporation
Lincoln Heritage Life Insurance Company Illinois corporation
Life of Boston Insurance Company Oklahoma corporation
Item 2(d). Title of Class of Securities.
Shares of Common Stock
Item 2(e). CUSIP Number.
740588 10 8
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a)[ ] Broker or Dealer registered under Section 15 of the Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(c)[X] Insurance Company as defined in section 3(a)(19) of the Act
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CUSIP No. 740588 10 8 13G Page 4 of 6 Pages
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(d)[ ] Investment Company registered under section 8 of the Investment
Company Act
(e)[ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f)[ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F)
(g)[ ] Parent Holding Company, in accordance with ss. 240.13d-
1(b)(ii)(G)(Note: See Item 7)
(h)[X] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned: 210,476*
* includes 190,476 shares which may be acquired by the exercise of
warrants within 60 days, but for which the reporting persons may not
currently vote or direct the disposition.
(b) Percent of Class: 5.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote: 20,000*
(iii) sole power to dispose or to direct the disposition of: None
(iv) shared power to dispose or to direct the disposition of: 20,000*
* excludes 190,476 shares which may be acquired by the exercise of
options within 60 days, but for which the reporting persons may not
currently vote or direct the disposition.
Londen Insurance Group is the sole shareholder of Lincoln Heritage Life
Insurance Company. Lincoln Heritage Life Insurance Company owns
approximately 79% of the outstanding shares of Life of Boston Insurance
Company. Therefore, all three entities are under common control and
ownership. The common beneficial ownership reported above is directly
held as follows:
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CUSIP No. 740588 10 8 13G Page 5 of 6 Pages
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Londen Insurance Group. Directly holds no securities of the issuer, but
is the beneficial owner of shares and warrants held by Lincoln Heritage
Life Insurance Company and Life of Boston Insurance Company.
Lincoln Heritage Life Insurance Company. Directly holds warrants to
purchase 95,238 shares of Common Stock. Beneficially owns the shares
and warrants held by Life of Boston Insurance Company.
Life of Boston Insurance Company. Directly owns 20,000 shares of Common
Stock of the issuer and holds warrants to purchase 95,238 shares of
Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Londen Insurance Group is the sole shareholder of Lincoln Heritage Life
Insurance Company. Lincoln Heritage Life Insurance Company owns approximately
79% of the outstanding shares of Life of Boston Insurance Company. Therefore,
all three entities are under common control and ownership.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Londen Insurance Group is the sole shareholder of Lincoln Heritage Life
Insurance Company. Lincoln Heritage Life Insurance Company owns approximately
79% of the outstanding shares of Life of Boston Insurance Company. All three
entities are classified as insurance companies within the meaning of Rule
13d-1(b)(1)(ii)(C).
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CUSIP No. 740588 10 8 13G Page 6 of 6 Pages
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Item 8. Identification and Classification of Members of the Group.
Londen Insurance Group is the sole shareholder of Lincoln Heritage Life
Insurance Company. Lincoln Heritage Life Insurance Company owns approximately
79% of the outstanding shares of Life of Boston Insurance Company. All three
entities are classified as insurance companies within the meaning of Rule
13d-1(b)(1)(ii)(C).
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certify that, to the best of their
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect. After reasonable inquiry and to the
best of their knowledge and belief, the undersigned reporting person(s) also
certify that the information set forth in this statement is true, complete and
correct.
DATED: February 10, 1998
LONDEN INSURANCE GROUP
/s/ Larry Schuneman
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Larry Schuneman, Vice President and CFO
LINCOLN HERITAGE LIFE INSURANCE COMPANY
/s/ Larry Schuneman
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Larry Schuneman, Vice President and CFO
LIFE OF BOSTON INSURANCE COMPANY
/s/ Larry Schuneman
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Larry Schuneman, Vice President and CFO
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
