<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
LONDON INTERNATIONAL GROUP PLC
(Name of Issuer)
Common Stock, par value 0.10p per share
(Title of Class of Securities)
541833307
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ] (A fee is
not required only if the filing 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).
*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 the
disclosures provided in a prior cover page.
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 ("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 1 of 7 pages
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CUSIP NO. 541833307 13G
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.A.T Industries p.l.c.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
---------------------------------------------------------
6 SHARED VOTING POWER
24,747,608
---------------------------------------------------------
7 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
24,747,608
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,747,608
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
N.A.
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.19%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 pages
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Item 2(a) of the Statement on Schedule 13G, dated February 9,
1995, filed by B.A.T. Industries p.l.c., Allied Dunbar Unit Trusts plc and
Allied Dunbar Assurance plc is hereby amended and restated to read in its
entirety as follows:
B.A.T Industries p.l.c., an English corporation ("B.A.T"); Allied Dunbar, a
subsidiary of B.A.T, is the beneficial owner of the Issuer's securities
identified in Item 2(d) below through various subsidiaries, employee benefit
plans and investment funds for which other subsidiaries act as manager and
investment adviser and exercise investment discretion. No such entity
beneficially owns in excess of 5% of the class of shares in respect of which
this report is being made; and B.A.T may be deemed to be the indirect
beneficial owner of such securities by indirectly owning 100% of the issued and
outstanding shares of the relevant subsidiaries. The filing of this statement
by B.A.T shall not be construed as an admission that B.A.T is, for the purposes
of Section 13(d) or 13(g) of the Act or under the laws or regulations of the
United Kingdom, the beneficial owner of any securities covered by this
statement.
Item 2(b) of the Statement on Schedule 13G, dated February 9,
1995, filed by B.A.T. Industries p.l.c., Allied Dunbar Unit Trusts plc and
Allied Dunbar Assurance plc is hereby amended and restated to read in its
entirety as follows:
Address of Principal Business Office or, if none, Residence:
B.A.T. Industries p.l.c.
Windsor House
50 Victoria Street
London SW1H ONL
England
Item 2(c) of the Statement on Schedule 13G, dated February 9,
1995, filed by B.A.T Industries p.l.c., Allied Dunbar Unit Trusts plc and Allied
Dunbar Assurance plc is hereby amended and restated to read in its entirety as
follows:
B.A.T. Industries p.l.c. - England
Page 3 of 7 pages
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Item 3 of the Statement on Schedule 13G, dated February 9,
1995, filed by B.A.T Industries p.l.c., Allied Dunbar Unit Trusts plc and Allied
Dunbar Assurance plc is hereby amended and restated to read in its entirety as
follows:
This statement is filed pursuant to Rule 13d-1(b) by B.A.T, a
Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G).
Item 4 of the Statement on Schedule 13G, dated February 5,
1997, filed by B.A.T Industries p.l.c., Allied Dunbar Unit Trusts plc and Allied
Dunbar Assurance plc is hereby amended and restated to read in its entirety as
follows:
Item 4 Ownership
(a) Amount Beneficially Owned:
24,747,608
The shares being reported were acquired by
various subsidiaries of BAT Industries
p.l.c, employee benefit plans and investment
funds for which other subsidiaries act as
manager and investment adviser and exercises
investment discretion. No such entity
beneficially owns in excess of 5% of the
class of shares in respect of which this
report is being made.
(b) Percent of Class:
7.19%
(c) Number of shares as to which person has:
<TABLE>
<S> <C>
(i) Sole voting power: -0-
(ii) Shared voting power: 24,747,608
(iii) Sole disposition power: -0-
(iv) Shared disposition power: 24,747,608
</TABLE>
Item 7 of the Statement on Schedule 13G, dated February 9,
1995, filed by B.A.T Industries p.l.c., Allied Dunbar Unit Trusts plc and Allied
Dunbar Assurance plc is hereby amended and restated to read in its entirety as
follows:
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
See Exhibit I.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
Page 4 of 7 pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
B.A.T INDUSTRIES p.l.c.
Dated February 6, 1998 By: /s/ Anthony Robert Holliman
-------------------------------------
Name: Anthony Robert Holliman
Title: Assistant Corporate Secretary
Page 5 of 7 pages
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description Page Number
- ------- ----------- -----------
<S> <C> <C>
I Identification and Classification of 7
Subsidiaries
</TABLE>
Page 6 of 7 pages
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Exhibit I
The shares of LONDON INTERNATIONAL GROUP PLC which are the
Subject of this Schedule 13G were acquired by various investment funds for which
subsidiaries of B.A.T. act as manager and investment adviser and exercise
investment discretion. The identity of such subsidiaries is as follows:
Allied Dunbar Assurance plc Threadneedle Pension Fund
Allied Dunbar Centre Managers Limited
Swindon SN1 1EL 60 St. Mary Axe
England London EC3A 8JQ
England
Eagle Star Life Assurance Threadneedle Investment
Co. Ltd. Service Limited
60 St. Mary Axe 60 St. Mary Axe
London EC3A 8JQ London EC3A 8JQ
England England
Allied Dunbar International
Fund Managers Limited
Allied Dunbar International Centre
Lord Street
Douglas
Isle of Man
Eagle Star Unit Managers Limited
60 St. Mary Axe
London EC3A 8JQ
England
Eagle Star Insurance Co. Ltd.
60 St. Mary Axe
London EC3A 8JQ
England
Threadneedle Global Assets Fund
6 Avenue Emile Reuter
L-2420
Luxembourg
Each of the foregoing subsidiaries is an insurance company for
purposes of Item 3 of this Statement.
Page 7 of 7 pages
