U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 19, 2002
London Pacific Group Limited
(Exact Name of Registrant as Specified in its Articles)
----------------------
0-21874
(Commission File Number)
Jersey (Channel Islands) U.K. Not applicable
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
Minden House
6 Minden Place
St. Helier
Jersey
Channel Islands
JE2 4WQ
Tel: 011 44 1534 607700
(Address and telephone of Principal Executive Offices)
N/A
(Former Name or Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
(i) On June 19, 2002, PricewaterhouseCoopers ("PricewaterhouseCoopers")
notified London Pacific Group Limited ("Registrant") of its resignation
as auditors for the Registrant and its subsidiaries and associated
entities. PricewaterhouseCoopers has served as the Registrant's auditors
since inception as a public company in 1985. Subsequent to the audit of
the financial statements for 2001, PricewaterhouseCoopers was approved as
auditors for 2002 at the annual general meeting of shareholders of
Registrant on May 7, 2002.
(ii) The reports of PricewaterhouseCoopers on the financial statements of
Registrant for the two years ended December 31, 2001, did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles.
(iii) The Audit Committee of the Board of Directors of Registrant did not
recommend or approve a change of auditors. The Audit Committee is
expected to approve the appointment of auditors in place of
PricewaterhouseCoopers.
(iv) In connection with its audits for the two most recent fiscal years and
through June 19, 2002, there have been no disagreements with
PricewaterhouseCoopers on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers would have caused them to make reference thereto
in their report on the financial statements for such years, except that,
in connection with its audit for the year ended December 31, 2001 and its
review of Registrant's unaudited interim financial statements for the
first quarter ended 31 March 2002 there were disagreements between the
management of the Registrant and the representatives of
PricewaterhouseCoopers with respect to the nature, extent and
categorization of the impairment reviews and fair value evaluations of
portfolio securities in accordance with FAS 115 "Accounting for Certain
Investments in Debt and Equity Securities." These disagreements on the
application of FAS 115 were subsequently resolved to the satisfaction of
PricewaterhouseCoopers.
PricewaterhouseCoopers and the Audit Committee of the Board of
Directors of the Registrant have discussed the foregoing. The Registrant
has authorized PricewaterhouseCoopers to respond fully to the inquiries
of the successor accountant concerning the subject matter of the
foregoing.
(v) In connection with its audits for the two most recent fiscal years and
through June 19, 2002 there were no "reportable events" as defined within
Regulation S-K Item 304(a)1(v)(A), except that, in connection with its
audit of the Registrant's financial statements for the year ended
December 31, 2001 and its review of Registrant's unaudited interim
financial statements for the first quarter ended 31 March 2002,
PricewaterhouseCoopers recommended to the Registrant that steps be taken
to establish an internal audit function, improve the production of timely
and reliable financial reports in accordance with US GAAP and to
strengthen the corporate governance structure.
PricewaterhouseCoopers and the Audit Committee of the Board of
Directors of the Registrant have discussed the foregoing. In response to
these recommendations, the Registrant is recruiting a specialist in US
GAAP, is appointing an internal auditor to report directly to the Audit
Committee, and has encouraged full participation of all members of the
Audit Committee in all Audit Committee meetings.
Registrant has furnished PricewaterhouseCoopers a copy of this Form 8-K, and
requested PricewaterhouseCoopers to furnish Registrant a letter addressed to the
Securities and Exchange Commission stating whether PricewaterhouseCoopers agrees
with the preceding, or, if not, stating the respects in which it does not agree.
That letter is provided as an exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter of PricewaterhouseCoopers regarding change in independent
public accountants.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LONDON PACIFIC GROUP LIMITED
(Registrant)
Date: June 26, 2002 By: /s/ Ian K. Whitehead
Ian K. Whitehead,
Chief Financial Officer