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)
000000000
--------------------------------------------------------------------------------
CUSIP Number
Mr. Arthur I. Trueger
650 California, Suite 2800
San Francisco California 94108
(415) 249-0450
with a copy to:
Victor A. Hebert, Esq.
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104
(415) 772-6136
--------------------------------------------------------------------------------
(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
Arthur I. Trueger
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7) SOLE VOTING POWER
24,260,693
SHARES ________________________________________________________
BENEFICIALLY
OWNED 8) SHARED VOTING POWER
-0-
BY ________________________________________________________
EACH
REPORTING 9) SOLE DISPOSITIVE POWER
24,260,693
PERSON ________________________________________________________
WITH
10)SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,260,693 Ordinary Shares of 5 cents each
5,000,000 Options to purchase Ordinary shares of 5 cents each
-----------
24,260,693
-----------
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.7% (including options)
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
<PAGE>
INTRODUCTION Mr. Arthur I. Trueger, a United States citizen, hereby files
this Statement on Schedule 13D (the 'Statement') on his 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 Mr. Arthur I. Trueger, who is referred to herein
as a 'Reporting Person.' Mr. Trueger's business addresses are 650 California,
Suite 2800, San Francisco, CA 94108 and Minden House, 6 Minden Place, St Helier,
Jersey, Channel Islands 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 which conducts business in the areas of life insurance and annuities,
venture capital management, fund management and financial advisory services.
During the last five years Mr. Trueger has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), 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.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On May 5, 2000, Mr Trueger filed a Schedule 13D with the Securities and
Exchange Commission (the 'SEC'), As of that date, Mr. Trueger owned 17,260,693
shares of the Issuer's Ordinary Shares, and held exercisable options to
immediately acquire an additional 7,000,000 shares of such Ordinary Shares.
These options were granted by the London Pacific Group 1990 Employee Share
Option Trust, based on recommendations by the Compensation Committee of the
Issuer's Board of Directors. Details of these Options issued to Mr. Trueger are
as follows; (i) 1,000,000 of the Issuer's Ordinary Shares granted on February
15, 1991, at a weighted average exercise price of $2.48 per share, (ii)
1,000,000 Ordinary Shares granted on March 27, 1992, at a weighted average
exercise price of $2.15 per share, (iii) 1,000,000 Ordinary Shares granted on
August 6, 1992, at a weighted average exercise price of $2.16 per share, (iv)
1,000,000 of the Issuer's Ordinary Shares granted on February 23, 1996, at a
weighted average exercise price of $4.40 per share, (v) 2,000,000 Ordinary
Shares granted on April 28, 1997, at a weighted average exercise price of $5.80
per share, and (vi) 1,000,000 Ordinary Shares granted on April 6, 1999, at a
weighted average exercise price of $3.56 per share. Up until May 30, 2000 Mr
Trueger had not exercised any of these options. On that date Mr Trueger
exercised the 2,000,000 options detailed in (ii) and (iii) above. Mr. Trueger
has not purchased or sold any of the Issuer's Ordinary Shares since 1989, nor
has he exercised any options save as described above. The options described
above were granted to Mr. Trueger in consideration for his services as Executive
Chairman of the Issuer.
Item 4. Purpose Of Transaction.
----------------------
Mr. Trueger has acquired and currently holds the Ordinary Shares, including
those held in the form of immediately exercisable options, for investment
purposes. Depending on market and other conditions, Mr. Trueger 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 he now owns or may hereafter
acquire. Except as set forth herein, Mr. Trueger 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; it is noted, however, that Mr.
Trueger is the Executive Chairman of the Issuer, and serves on its Board of
Directors.
<PAGE>
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) and (b) The aggregate number of shares 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
Mr. Trueger, as well as the number of Ordinary Shares as to which he 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>
Arthur I. Trueger 24,260,693 37.7% -0- 24,260,693 -0- 24,260,693
</TABLE>
Mr. Trueger has the right to acquire 5,000,000 of the of the 24,260,693
Ordinary Shares he beneficially owns pursuant to the options described above in
item 3.
(c) To Mr. Trueger's best knowledge, other than as described in Item 3
above he has not effected any transactions in the Ordinary Shares of the Issuer
during the past 60 days.
(d) To Mr. Trueger's best knowledge, no persons other than himself have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Ordinary Shares of the Issuer that he holds.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
(a) Employee Stock Ownership Trust.. ------------------------------
As described above in items 3 and 4, Mr Trueger currently has options to
purchase 5,000,000 of the Issuers ordinary Shares previously granted to him by
the Issuer's Employee Share Option Trust. These grants were based upon the
recommendations of the Compensation Committee of the Issuer's board of
directors. A form of option agreement between Mr. Trueger and the issuer is
attached as Exhibit 7(1).
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(1).
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 7 (1). 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 8, 2000
/s/ Arthur I. Trueger
---------------------
Arthur I. Trueger
List of Exhibits
Exhibit No. Description
----------- -----------
7(1) Agreement with Respect to Options.
