SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 13 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
BRITESMILE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
110415 10 6
(CUSIP Number)
CRAIGH LEONARD, ESQ.
BINGHAM DANA LLP
399 PARK AVENUE
NEW YORK, NEW YORK 10022-4689
(212) 318-7700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 2001
(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(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
SCHEDULE 13D
CUSIP NO. 110415 10 6
(1) Name of reporting persons................... LCO INVESTMENTS LIMITED
S.S. or I.R.S. identification Nos. of
above persons...............................
(2) Check the appropriate box if a member of a (a) [X]
group (see instructions)....................
(b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... WC
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e).......................... [ ]
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power........................... 10,476,723 (which includes 638,797 shares
subject to acquisition within 60 days on exercise
of certain Warrants)
(8) Shared voting power......................... None
(9) Sole dispositive power...................... 10,476,723 (which includes 638,797 shares
subject to acquisition within 60 days on exercise
of certain Warrants)
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned 10,476,723 (which includes 638,797 shares
by each reporting person.................... subject to acquisition within 60 days on exercise
of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by
amount in Row (11).......................... 28.44%
(14) Type of reporting person (see
instructions)............................... CO
SCHEDULE 13D
CUSIP NO. 110415 10 6
(1) Name of reporting persons................... THE ERSE TRUST
S.S. or I.R.S. identification Nos. of
above persons...............................
(2) Check the appropriate box if a (a) [X]
member of a (a) group (see instructions).
(b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not applicable
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e).......................... [ ]
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned 10,476,723 (which includes 638,797 shares
by each reporting person.................... subject to acquisition within 60 days on exercise
of certain Warrants)
(12) Check if the aggregate amount in Row
(11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by
amount in Row (11).......................... 28.44%
(14) Type of reporting person (see
instructions)............................... OO(Trust)
The inclusion of The ERSE Trust in this Statement shall not be construed as an
admission that such party is, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
Statement.
SCHEDULE 13D
CUSIP NO. 110415 10 6
(1) Name of reporting persons................... CAP ADVISERS LIMITED
S.S. or I.R.S. identification Nos. of
above persons..............................
(2) Check the appropriate box if a (a) [X]
member of a group (see instructions).
(b) [ ]
(3) SEC use only...............................
(4) Source of funds (see instructions)......... Not Applicable
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e)......................... [ ]
(6) Citizenship or place of organization....... UNITED KINGDOM
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power...................... None
(8) Shared voting power.................... 292,800
(9) Sole dispositive power................. None
(10) Shared dispositive power............... 292,800
(11) Aggregate amount beneficially owned 10,769,523 (which includes 638,797 shares
by each reporting person............... subject to acquisition within 60 days on exercise
of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions).............................. [ ]
(13) Percent of class represented by
amount in Row (11)......................... 29.24%
(14) Type of reporting person (see
instructions).............................. CO
The inclusion of CAP Advisers Limited in this Statement shall not be construed
as an admission that such party is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
SCHEDULE 13D
CUSIP NO. 110415 10 6
(1) Name of reporting persons................... ANTHONY M. PILARO
S.S. or I.R.S. identification Nos. of
above persons...............................
(2) Check the appropriate box if a member of a (a) [X]
group (see instructions)....................
(b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e).......................... [ ]
(6) Citizenship or place of organization........ IRELAND
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned 10,476,793 (which includes 638,797 shares
by each reporting person.................... subject to acquisition within 60 days on exercise
of certain Warrants)
(12) Check if the aggregate amount in Row
(11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by
amount in Row (11).......................... 28.44%
(14) Type of reporting person (see
instructions)............................... IN
The inclusion of Anthony M. Pilaro in this Statement shall not be construed as
an admission that such person is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
SCHEDULE 13D
CUSIP NO. 110415 10 6
(1) Name of reporting persons................... THE LCP II TRUST
S.S. or I.R.S. identification Nos. of
above persons...............................
(2) Check the appropriate box if a (a) [X]
member of a group (see instructions)........
(b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e).......................... [ ]
(6) Citizenship or place of organization........ JERSEY, CHANNEL ISLANDS
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power........................... 3,000,000
(8) Shared voting power......................... None
(9) Sole dispositive power...................... 3,000,000
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned 3,000,000
by each reporting person....................
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by
amount in Row (11).......................... 8.3%
(14) Type of reporting person (see
instructions).............................. 00 (Trust)
SCHEDULE 13D
CUSIP NO. 110415 10 6
(1) Name of reporting persons................... THE AMP TRUST
S.S. or I.R.S. identification Nos. of
above persons...............................
(2) Check the appropriate box if a member of a (a) [X]
group (see instructions)....................
(b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... WC
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e).......................... [ ]
(6) Citizenship or place of organization........ JERSEY, CHANNEL ISLANDS
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power........................... 27,000
(8) Shared voting power......................... None
(9) Sole dispositive power...................... 27,000
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned 27,000
by each reporting person....................
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by
amount in Row (11).......................... .07%
(14) Type of reporting person (see
instructions)............................... 00 (Trust)
BRITESMILE, INC. SCHEDULE 13D
AMENDMENT NO. 13
NOTE: This Amendment No. 13 amends a Statement on Schedule 13D filed on April
11, 1996 by LCO Investments Limited and others, as amended by an Amendment No.
1 filed on December 6, 1996, by an Amendment No. 2 filed on May 23, 1997, by an
Amendment No. 3 filed on September 24, 1997, by an Amendment No. 4 filed on
December 1, 1997, by an Amendment No. 5 filed on May 11, 1998, by an Amendment
No. 6 filed on December 15, 1998, by an Amendment No. 7 filed on July 2, 1999,
by an Amendment No. 8 filed on November 8, 1999, by an Amendment No. 9 filed on
July 13, 2000, by an Amendment No. 10 filed on January 11, 2001, by an
Amendment No. 11 filed on July 23, 2001 and by an Amendment No. 12 filed on
November 13, 2001. This Amendment No. 13 is filed on behalf of LCO Investments
Limited ("LCO INVESTMENTS"), The ERSE Trust, CAP Advisers Limited, Anthony M.
Pilaro, the LCP II Trust and the AMP Trust.
This Amendment No. 13 is being filed, (a) to reflect the addition of
the AMP Trust as a reporting person within this group and (b) to reflect the
acquisition by the AMP Trust of 27,000 shares of common stock, par value $0.001
per share of BriteSmile, Inc. ("COMMON STOCK"). There has been no change in the
information set forth in response to Items 1 and 6 of Schedule 13D.
Accordingly, those Items are omitted from this Amendment No. 13.
The inclusion of The ERSE Trust, CAP Advisers Limited and Anthony M.
Pilaro shall not be construed as an admission that such parties are, for the
purposes of Section 13(d) of the Securities Exchange Act of 1934, the
beneficial owners of any securities covered by this Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended to add the following:
AMP
(a) A person included within the group filing this Statement is AMP
Trust ("AMP").
(b) The business address of AMP is care of its sole trustee, The Bank
of Nova Scotia Trust Company Channel Islands Limited ("BNS") at PO Box 60,
Kensington Chambers, Kensington Place, St. Helier, Jersey, Channel Islands
JE49PE.
(c) The principal business of AMP is to serve as a private trust to
hold and invest funds for the benefit of certain individuals and charities who
are also beneficiaries (direct, indirect, remote or contingent, as the case may
be) of The ERSE Trust. The principal beneficiary of AMP Trust is Anthony M.
Pilaro.
(d) AMP has not, during the last five years, been convicted in any
criminal proceeding (excluding any traffic violations or similar misdemeanors).
(e) AMP, during the last five years, has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding it 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.
(f) AMP is a trust organized under the laws of Jersey, Channel
Islands.
BNS
(a) The sole trustee of AMP is BNS.
(b) The business address of BNS is PO Box 60, Kensington Chambers,
Kensington Place, St. Helier, Jersey, Channel Islands JE49PE.
(c) BNS's principal occupation with respect to AMP is to act as the
sole trustee of AMP.
(d) In its capacity as trustee of AMP, BNS has not, during the last
five years, been convicted in any criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) In its capacity as trustee of AMP, BNS has not, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which proceeding it 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.
(f) BNS is a trust company organized under the laws of Jersey, Channel
Islands.
The reference to BNS in this Statement should not be construed as an admission
that BNS is, for purposes of Section 13(d) of the Securities Exchange Act, the
beneficial owner of any securities covered by this Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to add the following:
AMP used its own funds to acquire the 27,000 shares of Common Stock on
December 6, 2001.
ITEM 4. PURPOSE OF TRANSACTION.
AMP purchased the shares of Common Stock in the ordinary course of its
investment activities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to add the following paragraphs:
AMP
(a) As of the date hereof AMP directly holds and beneficially owns
27,000 shares of Common Stock, which constitutes 0.07% of the 36,197,000 shares
of Common Stock which are believed to be the total number of shares of Common
Stock outstanding on the date hereof
(b) In its capacity as trustee, BNS has the sole voting and
dispositive power of all of the shares of Common Stock held by AMP.
(c) None.
(d) None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT AA which was previously filed as an exhibit to the Form 3
filed by LCP II, is the Power of Attorney appointing Craigh Leonard as
Attorney-in-Fact and authorizing him to sign the Schedule 13D and all
amendments thereto on behalf of LCP II.
EXHIBIT BB the Amended and Restated Joint Filing Agreement among LCO
Investments Limited, the ERSE Trust, CAP Advisers Limited, Anthony M.
Pilaro, the LCP III Trust and the AMP Trust dated December , 2001.
EXHIBIT CC which was previously filed as an exhibit to the Form 3
filed by AMP, is the Power of Attorney appointing Craigh Leonard as
Attorney-in-Fact and authorizing him to sign the Schedule 13D and all
amendments thereto on behalf of AMP.
EXHIBIT E which was previously filed, is the Power of Attorney and
Authorizing Agreement appointing Craigh Leonard as Attorney-in-Fact
and authorizing him to sign the Schedule 13D and all amendments
thereto on behalf of LCO Investments, The ERSE Trust, CAP Advisers
Limited and Anthony M. Pilaro.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
Dated: December 17, 2001
LCO INVESTMENTS LIMITED
By/s/Craigh Leonard
------------------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By/s/Craigh Leonard
------------------------------------------
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By/s/Craigh Leonard
------------------------------------------
Craigh Leonard, Attorney-in-Fact
/s/Craigh Leonard
--------------------------------------------
Anthony M. Pilaro, by Craigh Leonard,
Attorney-in-Fact
LCP II TRUST
By:/s/Craigh Leonard
------------------------------------------
Craigh Leonard, Attorney-in-Fact
AMP TRUST
By:/s/Craigh Leonard
------------------------------------------
Craigh Leonard, Attorney-in-Fact