CUSIP NO. 00000000 13D/A
--------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
London Pacific Group Limited
--------------------------------------------------------------------------------
(Name of Issuer)
ORDINARY SHARES, par value $0.05
--------------------------------------------------------------------------------
(Title of Class of Securities)
00-0000000
--------------------------------------------------------------------------------
CUSIP Number
Ronald W. Green
Minden House, 6 Minden Place
St Helier, Jersey, JE2 4WQ
Channel Islands
011 44 1534 607700
--------------------------------------------------------------------------------
(Name, address and telephone number
of person authorized to receive notices and communications)
May 30, 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
statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: / /
(Continued on following pages)
<PAGE>
--------------------------------------------------------------------------------
1) NAMES OF REPORTING PERSONS The London Pacific Group 1990
Employee Share Option Trust
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
SC
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
--------------------------------------------------------------------------------
NUMBER OF 7) SOLE VOTING POWER
2,125,435
SHARES ________________________________________________________
BENEFICIALLY
OWNED 8) SHARED VOTING POWER
9,952,946
BY ________________________________________________________
EACH
REPORTING 9) SOLE DISPOSITIVE POWER
2,125,435
PERSON ________________________________________________________
WITH
10)SHARED DISPOSITIVE POWER
9,952,946
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,078,381 Ordinary Shares of 5 cents each
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
EP, OO
--------------------------------------------------------------------------------
<PAGE>
INTRODUCTION
The London Pacific Group 1990 Employee Share Option Trust, a Jersey,
Channel Islands trust, hereby files this Statement on Schedule 13D (the
"Statement") on its own behalf.
Item 1. Security and Issuer.
-------------------
The class of equity securities to which this Statement relates is the
class of Ordinary Shares, $0.05 par value (the "Ordinary Shares"), of London
Pacific Group Limited, (the "Issuer"), a corporation incorporated under the laws
of Jersey, Channel Islands, the principal executive offices of which are located
at Minden House, 6 Minden Place, St. Helier, Jersey JE2 4WQ, Channel Islands.
Item 2. Identity and Background.
-----------------------
This Statement is filed by the London Pacific Group 1990 Employee Share
Option Trust, which is referred to herein as a "Reporting Person" or as the
"Trust." The Trust is organized under the laws of Jersey, Channel Islands, and
its principal office is located at Minden House, 6 Minden Place, St. Helier,
Jersey JE2 4WQ, Channel Islands. The Trust's principal business is to purchase
shares of the Issuer's outstanding Ordinary Shares on the open market, funded by
loans from the Issuer or the Issuer's subsidiaries up to an annual maximum of 5
percent of the consolidated net assets of the Issuer and its subsidiaries.
Options over the Ordinary Shares held by the Trust are then granted to the
employees of the Issuer and its subsidiaries and the Issuer's directors.
The Trustees of the Trust are:-
<TABLE>
<CAPTION>
Name Business Address Occupation Citizenship
---- ---------------- ---------- -----------
<S> <C> <C> <C>
Ronald W. Green Minden House Company Secretary British
6 Minden Place London Pacific Group Limited
St. Helier, Jersey
JE2 4WQ
Channel Islands
Clive A.C. Chaplin PO Box 404 Lawyer British
Whiteley Chambers Ogier & Le Mausurier
St. Helier, Jersey
Channel Islands
Victor A. Hebert 333 Bush Street Attorney U.S.
San Francisco Heller Ehrman White
CA 94104-2878 & McAuliffe
Richard J. Pirouet La Colline Accountant British
Le Mont Cambrai
St. Lawrence
Jersey, Channel Islands
</TABLE>
During the last five years, neither the Trust nor any Trustee of the
Trust has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), nor has the Trust or any Trustee thereof been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Trust or such Trustee 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 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On May 15, 2000, the Trust filed a schedule 13D with the Securities and
Exchange Commission (the "SEC"). As of that date, the Trust owned 14,098,381
shares of the Issuer's Ordinary Shares. The Trust has purchased such Ordinary
Shares on the open market, using an unsecured and interest free loan from the
Issuer, which was for approximately $51,327,000 at that date. From that date the
Trust received and acted upon option exercises covering 2,020,000 shares and
cancelled options covering 65,000 shares. On May 30, 2000 after these
transactions the loan from the issuer was approximately $46,958,330. The Trust
has waived its entitlement to dividends on any Ordinary Shares it holds. At May
30, 2000 the trust owned 12,078,381 Shares. Substantially all of such Ordinary
Shares were subject to options granted on various dates by the Trust to various
employees and Directors of the Issuer and its subsidiaries, based on
recommendations by the Compensation Committee of the Issuer's Board of
Directors.
<PAGE>
Item 4. Purpose Of Transaction.
----------------------
The Trust has acquired and currently holds the Ordinary Shares for the
purpose of creating a pool of the Issuer's Ordinary Shares, over which it can
then grant options to various employees of the Issuer and the Issuer's
subsidiaries, based on recommendations by the Compensation Committee of the
Board of Directors of the Issuer. As of May 30, 2000, The Trust has outstanding
issued options to acquire 12,415,821 of Ordinary Shares, with expiration dates
from October 11, 2000 to December, 2006 and exercise prices from $2.16 to $8.00.
Of these, options to acquire 7,204,000 Ordinary Shares are held by directors and
officers of the Issuer. Depending on market and other conditions, the Trust may
continue to hold the Ordinary Shares, acquire additional Ordinary Shares of
Common Stock, or dispose of all or a portion of the Ordinary Shares it now owns
or may hereafter acquire. Except as set forth herein, The Trust has no plans or
proposals which relate to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) and (b) The aggregate number and percentage of Ordinary Shares of the
Issuer (based upon the representation of the Issuer in its quarterly report on
Form 10-Q for the quarter ended March 31, 2000 that it had 64,433,313 Ordinary
Shares outstanding as of that date) beneficially owned by the Trust, as well as
the number of Ordinary Shares as to which the Trust is deemed to have sole power
to vote or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, shared power to dispose or direct
the disposition, and the right to acquire is set forth in the table below.
<TABLE>
<CAPTION>
========================== ==================== ================ =========================== =======================
Reporting Person No. of Shares Percentage Power to Vote Power to Dispose
Beneficially of Class Shared Sole Shared Sole
Owned
<S> <C> <C> <C> <C> <C> <C>
-------------------------- -------------------- ---------------- ------------ -------------- ------------ ----------
The London Pacific Group 12,078,381 18.7% 9,952,946 2,125,435 9,952,946 2,125,435
1990 Employee Share
Option Trust
</TABLE>
The Trustees of the Trust have the absolute discretion to vote the Ordinary
Shares of the Issuer held by the Trust as they see fit. There are currently four
Trustees of the Trust, two are Directors or Officers of the Issuer and two are
independant Trustees. Decisions of the Trust, including exercising voting rights
in the Issuer's Ordinary Shares and the appointment of additional Trustees (the
maximum number allowed being five), must be made by a majority of the Trustees.
Their is no power to remove Trustees, other than should they be found to be of
unsound mind or bankrupt, or by exercise of the inherent power of the Jersey
Court.
The Trust shares the power to vote or dispose of the Issuer's Ordinary
Shares with employees who hold options on such shares that are exercisable
within 60 days, as specified by Rule 13d-3(d)(1)(i)(A) under the Exchange Act.
Mr. Arthur I. Trueger, the Executive Chairman of the Issuer, holds immediately
exercisable options on 5,000,000 of the Ordinary Shares held by the Trust. Mr.
Trueger's business addresses are 650 California, Suite 2800, San Francisco, CA
94108 and Minden House, 6 Minden Place, St Helier, Jersey, JE2 4WQ. Mr.
Trueger's principal occupation is as the Executive Chairman of the Issuer,
London Pacific Group Limited, which is located at the address stated above in
Item 1. The Issuer is a financial services company with four business areas:
annuities, venture capital management, asset management and financial advisory
services.
During the last five years the Mr. Trueger has not been convicted in a
criminal proceeding, nor has he been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he 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.
(c) During the past 60 days, 2 option holders exercised options over a
total of 2,020,000 shares at a weighted average exercise price of $2.16 per
share.The Trust also purchased 65,000 shares on the open market at an average
price of $12.75 and cancelled options covering 65,000 shares during the past 60
days.
(d) To the Trust's best knowledge, no persons other than the Trust have the
right to receive or the power to direct proceeds from the sale of the Ordinary
Shares of the Issuer that the Trust holds. To the Trust's best knowledge, no
persons, including the Trust, have the right to receive or the power to direct
the receipt of dividends from such securities, because the Trust has waived its
right to such dividends.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
(a) Employee Stock Option Trust.
----------------------------
As described above in Item 3, a subsidiary of the Issuer and its
subsidiaries have loaned approximately $46,958,330 to the Trust to finance the
Trust's purchases of the Issuer's Ordinary Shares, subject to a limit of 5
percent of the consolidated net assets of the Issuer and its subsidiaries during
any particular year. The loan is unsecured and is interest free. A copy of the
actual loan agreement is attached as Exhibit 7(1).
As described above in Items 3,4 and 5, the Trust has granted options to
purchase 12,415,821 of the Issuer's Ordinary Shares to various employees of the
Issuer and the Issuer's subsidiaries, including options to purchase 5,000,000
Ordinary Shares to Mr. Arthur Trueger, the Issuer's Executive Chairman, and
options to purchase 2,204,000 Ordinary Shares to the other officers and
directors of the Issuer. These grants were based upon the recommendations of the
Compensation Committee of the Issuer's board of directors. A form of option
agreement between the Issuer's employee and the Trust is attached as Exhibit
7(2).
The description of the options contained in this Statement on Schedule
13D is qualified in its entirety by the complete text of the option agreement, a
copy of which is attached hereto as Exhibit 7(2).
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 7(1) Loan Agreement between the Issuer and the Trust
Exhibit 7(2) Option Agreement
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 08, 2000
/s/ Ronald W. Green
-------------
Ronald W. Green
Trustee
<PAGE>
List of Exhibits
Exhibit No. Description
----------- -----------
7(1) Loan Agreement between the Issuer and the Trust
7(2) Agreement with Respect to Options
