UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)
Little Switzerland, Inc.
----------------------------------------------------------------
(Name of issuer)
COMMON STOCK, $.05 PAR VALUE $.01 PER SHARE
----------------------------------------------------------------
(Title of class of securities)
537528-10-1
-----------------------------
(CUSIP number)
Steven Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue, New York, New York 10022
(212) 753-7200
-----------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
December 28, 2000
------------------------------------------------------
(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(e), 13d-1(f) or 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 Rule 13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
<PAGE>
------------------------------- -----------------------------------
CUSIP NO. 537528-10-1 13D Page 2 of 6
------------------------------- -----------------------------------
================================================================================
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS
LIONHEART GROUP, INC.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
--------------------------------------------------------------------------------
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
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 556,600
BENEFICIALLY
OWNED BY
EACH
REPORTING ------------------------------------------------------------------
PERSON WITH
8. SHARED VOTING POWER
-0-
------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
556,600
------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
556,600
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IA
================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
------------------------------- -----------------------------------
CUSIP NO. 537528-10-1 13D Page 3 of 6
------------------------------- -----------------------------------
The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
-------------------
This statement relates to shares of the common stock, $.01 par
value per share ("Common Stock"), of Little Switzerland, Inc. (the "Issuer").
The principal executive offices of the Issuer are located at 161-B Crown Bay
Cruise Ship Port, St. Thomas, U.S.V.I. 00802.
Item 2. Identity and Background.
-----------------------
Item 2(a) This Schedule 13D is filed by Lionheart Group, Inc.,
a Delaware corporation (the "Reporting Person").
The sole director of the Reporting Person is Duncan
Soukup. Mr. Soukup also serves as the Reporting Person's President, Secretary
and Treasurer and may be deemed to have sole voting power over the shares of
Common Stock held by the Reporting Person.
Item 2(b) The principal business address of the Reporting
Person and Mr. Soukup is 230 Park Avenue, Suite 516, New York, New York 10169.
Item 2(c) The Reporting Person acts as investment adviser to
several private investment funds and managed accounts which are the ultimate
beneficial owners of the shares to which this statement relates. No such client
of the Reporting Person owns 5% or more of the outstanding Common Stock. The
present occupation of Mr. Soukup is President of Lionheart Group, Inc., Managing
Director of Acqusitor plc, a company incorporated in England and Wales, with
business address of 190 The Strand, London England WC2R 1JN, and the chairman
and chief executive officer of York Energy Ltd., a Guernsey company quoted on
the Ofex market in the United Kingdom.
Item 2(d) During the last five years, neither the Reporting
Person nor Mr. Soukup has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Item 2(e) During the last five years, neither the Reporting
Person nor Mr. Soukup has been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 2(f) Mr. Soukup is a citizen of the United Kingdom.
<PAGE>
------------------------------- -----------------------------------
CUSIP NO. 537528-10-1 13D Page 4 of 6
------------------------------- -----------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The aggregate purchase price of the 556,600 shares of Common
Stock beneficially held by the Reporting Person is $491,105. All of the shares
of Common Stock beneficially held by the Reporting Person were paid for using
its working capital.
Item 4. Purpose of Transaction.
----------------------
The Reporting Person believes that the shares of Common Stock
of the Issuer are undervalued and represent an attractive investment
opportunity. It presently has no plans or proposals which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein. The Reporting Person intends to have
open communications with the Issuer's management in order to monitor their
efforts to increase stockholder value. Depending on various factors including,
without limitation, the Issuer's financial position and investment strategy, the
price levels of the shares of Common Stock, conditions in the securities markets
and general economic and industry conditions, the Reporting Person may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation purchasing additional shares of
Common Stock in the open market or otherwise, making an offer to purchase up to
all of the Issuer's outstanding shares of Common Stock through a negotiated
transaction or otherwise, seeking to nominate a slate of directors to the
Issuer's board of directors or presenting proposals for stockholders'
consideration at an annual or special meeting of the Issuer's stockholders. The
Reporting Person may also sell some or all of its shares of Common Stock through
privately negotiated transactions, or to change its intention with respect to
any and all matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 (a) As of the close of business on January 5, 2001 the
Reporting Person beneficially owns 556,600 shares of Common Stock, constituting
approximately 6.4% of the shares of Common Stock outstanding of the Issuer. The
aggregate percentage of shares of Common Stock reported owned by the Reporting
Person is based upon 8,636,379 shares of Common Stock outstanding as of October
26, 2000, as reported by the Issuer in its Quarterly Report on Form 10-Q for the
period ended August 26, 2000 and filed with the Securities and Exchange
Commission on October 30, 2000.
Item 5(b) The Reporting Person has the sole power to vote and
dispose of the shares of Common Stock reported in this Schedule 13D.
Item 5(c) The Reporting Person effected no transactions in the
shares of Common Stock other than those set forth in the following table:
<PAGE>
------------------------------- -----------------------------------
CUSIP NO. 537528-10-1 13D Page 5 of 6
------------------------------- -----------------------------------
Date Buy/Sell Quantity Price
---- -------- -------- -----
12/28/2000 Buy 100,000 $0.73
12/29/2000 Buy 100,000 $0.75
Both transactions were made through purchases in the open market.
Item 5(d) No person other than the Reporting Person is known to have
the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such shares of the Common Stock.
Item 5(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
----------------------------
None.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
None.
<PAGE>
------------------------------- -----------------------------------
CUSIP NO. 537528-10-1 13D Page 6 of 6
------------------------------- -----------------------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 5, 2001
LIONHEART GROUP, INC.
By: /s/ Duncan Soukup
----------------------------------
Duncan Soukup
President
