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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DSG INTERNATIONAL LIMITED
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(Name of Issuer)
Ordinary Shares
par value $0.01 per share
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(Title of Class of Securities)
G28471-10-3
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(CUSIP Number)
JEAN-MARC LESIEUR
BNP Private Bank & Trust Cayman Limited
P.O. Box 30688SMB
2nd Floor Piccadilly Center
Grand Cayman, Cayman Islands
British West Indies
(345) 945-9208
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 29, 1997
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(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 [ ].
Check the following box if a fee is being paid with the statement [ ].
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).
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CUSIP NO. G28471-10-3 13D Page 2
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1. NAME OF REPORTING PERSON (a) "Mr. Brandon Wang's Cayman Interest
in Possession Settlement", a trust formed
under the laws of the Cayman Islands
pursuant to the Trust Instrument dated
March 24, 1997 (the "Trust").
S.S. OR I.R.S. IDENTIFICATION NO. None
(b) BNP Private Bank and Trust Cayman
Limited, a Cayman Islands company,
trustee of the Trust
S.S. OR I.R.S. IDENTIFICATION NO. None
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS See Item 3
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
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NUMBER OF
SHARES 7. SOLE VOTING POWER 2,317,100
BENEFICIALLY -----------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 2,317,100
PERSON -----------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,317,100
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.72%
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14. TYPE OF REPORTING PERSON CO and OO
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CUSIP No. G28471-10-3 13D Page 3
Item 1. Security and Issuer.
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This statement on Schedule 13D relates to the Ordinary Shares, par value
$0.01 per share (the "Ordinary Shares"), of DSG International Limited, a British
Virgin Islands company ("DSGI"). DSGI's principal executive offices are located
at 17/F Watson Centre, 16-22 Kung Yip St., Kwai Chung, Hong Kong.
Item 2. Identity and Background.
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(a) and (b) The entities filing this Schedule 13D are:
1. BNP PRivate Bank and Trust Cayman Limited, a Cayman Islands company
(the "Trustee"), is filing on behalf of itself as trustee of the Trust and on
behalf of the Trust. Its principal office is, 2nd Floor Piccadilly Centre, P.O.
Box 30688SMB, Grand Cayman, Cayman Islands, British West Indies.
2. Mr. Brandon Wang's Cayman Interest in Possession Settlement, a Cayman
Islands Trust (the "Trust"). Its principal office is, 2nd Floor Piccadilly
Centre, P.O. Box 30688SMB, Grand Cayman, Cayman Islands, British West Indies.
(c) The principal business of the Trustee is to provide banking and
trust services in the Cayman Islands. The Trust has the Trustee as its original
trustee and the Ordinary Share are the assets of the Cayman Trust. Brandon Wang
is the principal beneficiary of the Cayman Trust which is an irrevocable trust.
(d) The filing entities have not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or have been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
have become 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.
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CUSIP No. G28471-10-3 13D Page 4
Item 3. Source and Amount of Funds or Other Consideration.
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On August 29, 1997, the Trustee, for the benefit of the Trust, acquired
direct beneficial ownership of 2,317,100 Ordinary Shares by the transfer from
Brandon Wang to the Trustee.
Item 4. Purpose of Transaction.
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The filing entities are holding the Ordinary Shares for investment
purposes. Depending on market conditions, and other factors, the filing entities
may purchase additional shares of Ordinary Shares in the open market or in
private transactions. Alternatively, depending on market conditions and other
factors, they may, at some future time, sell all or some of their shares of
Ordinary Shares.
Except as set forth in this Item 4, the filing entities have no present
plans or proposals that relate to or would result in any of the actions set
forth in clauses (a) through (j) of Item 4, although the filing entities may in
the future take actions that would have such an effect.
Item 5. Interest in Securities of the Issuer.
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(a) and (b) DSGI has advised the filing entities that, as of September
4, 1997, there were issued and outstanding 6,674,606 shares of Ordinary Shares.
As of the close of business on August 29, 1997, the Trustee and the Trustee
directly owned beneficially 2,317,100 shares of Ordinary Shares. Such shares in
the aggregate constitute 34.72% of the total number of shares of Ordinary Shares
outstanding. These two filing entities have the sole power to vote and to
dispose of all such shares of Ordinary Shares. The Possession is an irrevocable
trust and Brandon Wang, the principal beneficiary has no investment or voting
control over the Possession as defined by the 1934 Securities Exchange Act.
(c) See Item 3 with respect to shares acquired by the Trust.
(d) Inapplicable.
(e) Inapplicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
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Securities of the Issuer.
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None.
Item 7. Material To Be Filed as Exhibits.
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None.
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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.
Dated: September 23rd 1997
MR. BRANDON WANG'S CAYMAN
INTEREST IN POSSESSION
SETTLEMENT
By BNP PRIVATE BANK & TRUST
CAYMAN LIMITED, on behalf of
the Trust and as Trustee
By /s/ Jean-Marc LeSieur
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