SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. ______)(1)
Tremont Advisers, Inc.
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
89472901
(CUSIP Number)
Nicola Meaden
c/o Tremont Advisers, Inc.
555 Fremd Avenue
Rye, New York 10580
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
- with copies to -
Stephen Rosenberg, Esq.
Tannenbaum Helpern Syracuse & Hirschtritt
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
March 11, 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 that 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(b)
for other parties to whom copies are to be sent.
- ----------
(1) 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 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 5 Pages
<PAGE>
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CUSIP No. 89472901 13D Page 2 of 5 Pages
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________________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Nicola Meaden
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
Inapplicable
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
286,473
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
286,473
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,473
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
Inapplicable
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 89472901 Page 3 of 5 Pages
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ITEM 1 Security and Issuer
Title of Class of Securities
Class B common stock $.01 par value per share (the "Shares")
Name and Address of Issuer
Tremont Advisers, Inc. ("Tremont" or the "Issuer")
555 Theodore Fremd Avenue
Rye, New York 10580
ITEM 2 Identity and Background
(a) Nicola Meaden ("Ms. Meaden")
(b) c/o Tremont Advisers, Inc.
555 Theodore Fremd Avenue
Rye, New York 10580
(c) Ms. Meaden is a Director of the Issuer and the Chief Executive Officer of
one of the Issuer's subsidiaries. The Issuer's address is set forth in Item
1 above.
(d) During the past five years Ms. Meaden has not been convicted in a criminal
proceeding.
(e) During the past five years Ms. Meaden has not been a party to a civil
proceeding as a result of which she is subject to a judgment, decree or
final order enjoining her from or mandating activities subject to federal
or state securities laws, or finding her in violation of such laws.
(f) United Kingdom
ITEM 3 Source and Amount of Funds or Other Consideration
Of the 286,473 Shares owned by Ms. Meaden,:
o 80,212 were acquired from the Company in connection with the
Company's acquisition of Ms. Meaden's stock in Tass Investment
Research Limited.
o 120,936 Shares are subject to options granted to Ms. Meaden by
the Company which became exercisable on March 11, 1999.
o 1,250 Shares are subject to options granted to Ms. Meaden under
the Company's 1998 Stock Option Plan which became exercisable on
December 9, 1999.
<PAGE>
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CUSIP No. 89472901 Page 4 of 5 Pages
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o 84,075 Shares are subject to options granted to Ms. Meaden by the
Company which became exercisable on March 11, 2000.
ITEM 4 Purpose of Transaction
The purpose of the transactions reported by this Schedule D is investment in the
securities of the Issuer. Ms. Meaden is a Director of the Issuer and the Chief
Executive Officer of one of the subsidiaries of the Issuer and, as such, is
eligible to be granted options to purchase additional shares of the Issuer's
Class B Common Stock under its 1998 Stock Option Plan. Other than as described
above, Ms. Meaden does not have any plans or proposals, which would result in
any of the following:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an interdealer quotation system of a registered national securities
association;
(i) causing a class of securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
<PAGE>
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CUSIP No. 89472901 Page 5 of 5 Pages
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(j) any action similar to any of those enumerated above.
ITEM 5 Interest in Securities of the Issuer
(a)-(b) As of the date of this Schedule 13-D, Ms. Meaden owns 286,473
shares of the Issuer's Class B Common Stock, representing
approximately 6.8% of the Issuer's Class B Common Stock outstanding as
of March 2, 2000 (based upon information obtained from the Issuer's
latest Form 10-KSB).
(c) Inapplicable.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6 Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer
None.
ITEM 7 Material to Be Filed as Exhibits
None.
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, complete and
correct.
April 11, 2000
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(Dated)
/s/ Nicola Meaden
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(Signature)
Director
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(Title)
