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B B Holdings Ltd – ‘20-F/A’ for 3/31/04

On:  Wednesday, 3/16/05, at 11:39am ET   ·   For:  3/31/04   ·   Accession #:  1193125-5-52247   ·   File #:  0-19775

Previous ‘20-F’:  ‘20-F/A’ on 7/2/04 for 3/31/04   ·   Next & Latest:  ‘20-F’ on 7/8/05 for 3/31/05

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/16/05  B B Holdings Ltd                  20-F/A      3/31/04    3:70K                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F/A      Fiscal Year Ended March 31, 2004                    HTML     73K 
 2: EX-12.3     Certifications to This Amendment No. 2 by the       HTML      6K 
                          Principal Executive Officer                            
 3: EX-12.4     Certifications to This Amendment No 2 by the        HTML      6K 
                          Principal Financial Officer                            

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 2)

OR

for fiscal year ended March 31, 2004

OR

Commission file number 0 - 19775

CARLISLE HOLDINGS LIMITED

(Exact name of Registrant as Specified in its Charter)

BELIZE

(Jurisdiction of Incorporation or Organization)

60 Market Square

Belize City, Belize

Central America

(Address of Principal Executive Offices)

Securities Registered or to be Registered pursuant to Section 12(b) of the Act:

None

Securities Registered or to be Registered pursuant to Section 12(g) of the Act:

Ordinary Shares each of no par value, each with an accompanying one-third of a Series A Preference Share purchase right

Securities for which there is a Reporting Obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.

Ordinary Shares of no par value - 61,765,820*

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark which financial statement item the registrant has elected to follow.    ITEM 17  ¨    ITEM 18  x

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This Amendment No 2 to the Annual Report on Form 20-F for the fiscal year ended March 31, 2004 filed on July 1, 2004, as previously amended, is being filed solely to include in Item 6 disclosure of the Company’s exemption from certain corporate governance rules of Nasdaq.

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Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

CHL is managed by a board of directors chaired by Lord Ashcroft. CHL has established an Executive Committee and an Audit Committee of the board of directors.

The current directors of CHL, principal executive officers and operational management of the Company are as follows:

Directors:

Lord Ashcroft, KCMG (Belizean) - Executive Chairman of CHL since 1987 and Chief Executive Officer since 2001. Formerly Chairman and Chief Executive Officer of ADT Limited (1977 to 1997). Chairman of Trustees for a number of charities – Michael A Ashcroft Foundation, Crimestoppers, Prospect Education (Technology) Trust and currently Assistant Treasurer of the International Democrat Union. He was Belize’s Permanent Representative to the United Nations until April 2000. Former Treasurer of the Conservative and Unionist Party in the United Kingdom from 1998 to 2001. In March 2000, he was appointed as a life peer in the British House of Lords and in June 2000 he was awarded a Knighthood (KCMG - Knight Commander of the Order of St. Michael and St. George) for public service to the community and country of Belize. In November 2001, he was invested as Chancellor of Anglia Polytechnic University (APU) in the United Kingdom. Lord Ashcroft is also a British citizen and a Belonger of the Turks and Caicos Islands.

Sir Edney Cain (Belizean) - Non-Executive Director of CHL since 1992. Member of the Audit Committee. Sir Edney Cain is now in retirement after a distinguished career in the public service in Belize, which included positions as Financial Secretary to the Government of Belize, Governor of the Central Bank of Belize and Belize High Commissioner to the United Kingdom.

David B. Hammond (British) - Non-Executive Deputy Chairman of CHL since 1998. Chairman of the Executive Committee and of the Audit Committee. Mr. Hammond is Chairman of BCA Holdings Limited. He was previously Deputy Chairman of ADT Limited from 1989 to 1996, Director and Chairman of the Audit Committee of American Medical Response Inc. from 1993 to 1997 and Director and Chairman of the Audit Committee of Provant Inc. from 1998 to 2002. Member of the Competition Commission in the United Kingdom from 1995 to 2001. Mr. Hammond, who is a Chartered Accountant, has over 30 years experience in the services industry.

Table of Contents

Cheryl C. Jones (American) - Director of CHL since 2003. Ms. Jones was appointed Chairman and Chief Executive Officer of OneSource in April 2003. She had previously been Executive Vice-President of OneSource since June 2002 having joined the company as Senior Vice-President in June 2001. Prior to joining OneSource, Ms. Jones served as Senior Vice President of National Linen Service, a subsidiary of National Service Industries, Inc. where she held a variety of senior management positions from 1994 to 2001.

Emory R. King (Belizean) - Non-Executive Director of CHL since 1987. Mr. King is now in semi-retirement after a career in insurance and real estate. He is presently involved in publishing, printing and public relations. He is also a Justice of the Peace in Belize.

John M. Searle (British) - Non-Executive Director of CHL since 1987. Member of the Audit Committee. Mr. Searle is Chairman and Managing Director of Belize Global Travel Services Limited, which carries on the business of a travel agency and tourism. Mr. Searle is also a Belizean citizen.

Officers:

Peter M. R. Gaze (British) - Executive Vice President and Chief Financial Officer of CHL since 1998. Member of the Executive Committee. Mr. Gaze is a Fellow of the Institute of Chartered Accountants in England and Wales, having trained with the international accounting firm of PricewaterhouseCoopers in London. Prior to joining CHL, Mr. Gaze was the Group Financial Controller of ADT Limited from 1990 to 1997.

Philip T. Osborne (British) - Company Secretary of CHL since 1993. Mr. Osborne is a Solicitor and a member of the Law Society of England and Wales. Before joining CHL, Mr. Osborne worked as a legal adviser to the London Stock Exchange and The Securities Association in the United Kingdom and for the international law firms of Clifford Chance and S. J. Berwin & Co. He is a member of the Belize Bar and the country representative for Belize of the International Bar Association.

Operational Management:

Richard J. Bradford (British) - Carlisle (UK and Ireland) - Chief Executive

Mr. Bradford joined CHL’s Staffing Services business as Chief Executive in 1997 from Exel plc where he had broad-ranging line management experience in different businesses in a range of roles from Branch Manager to Managing Director. This spanned an 11-year period, during which a significant time was also spent on secondment to McKinsey & Co. In 2001, Mr. Bradford became Chief Executive of the Company’s operations in the UK and Ireland.

Philip C. Johnson (British) - Financial Services - President

Mr. Johnson has been President of CHL’s Financial Services businesses since 1995. Prior to joining the Company, Mr. Johnson spent over ten years in a variety of commercial roles, including over seven years with Lonrho PLC, having previously qualified as a Chartered Accountant.

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B. Compensation

For the year ended March 31, 2004, the aggregate compensation paid, set aside or accrued by the Company for all directors of CHL and the principal executive officers and operational management of the Company was $2.3 million. Except as noted under Item 6.E below, there are no bonus or deferred compensation arrangements or stock option or stock appreciation rights plans applicable to directors of CHL, the principal executive officers and operational management of the Company.

For additional information concerning compensation arrangements between CHL and Lord Ashcroft, see “Major Shareholders and Related Party Transactions.”

C. Board Practices

There is no fixed term of office for the directors; the term of each director’s service continues until it is ended by his/her resignation, removal or death. For more information on the length of service of the directors, see Item 6.A above.

There are no contracts for the directors’ service with CHL or any of its subsidiaries that provide for benefits upon termination of employment, other than the following: Cheryl Jones has a contract of employment with OneSource which provides for a severance payment equivalent to 12 months’ salary.

The following directors are members of CHL’s Audit Committee: David B. Hammond (Chairman), Sir Edney Cain and John M. Searle.

The Audit Committee is charged with providing assistance to CHL’s board of directors in fulfilling their responsibility to the shareholders, potential shareholders, and the investment community relating to corporate accounting, reporting practices of the Company and the quality and integrity of the financial reports of the Company. The Audit Committee currently comprises three members, each an “independent director” within the meaning of Rule 4200 of the Marketplace Rules of the NASDAQ Stock Market. Members are chosen by the board of directors and serve until their successors are duly elected and qualified.

CHL has no Remuneration Committee; however, the board of directors has delegated certain authority to an Executive Committee. Subject to any specific direction given to it by the board of directors and to certain matters reserved for decision by the board or any other standing committee of the board, the Executive Committee may generally exercise all the powers and discretions which could otherwise be exercised by the board of directors including the making of decisions regarding the remuneration of officers and directors.

In each instance, the Audit Committee and the Executive Committee are restricted in the actions that they may take by Article 94 of CHL’s articles of association which provide, in pertinent part, that the articles of association govern (subject to limited exceptions) the meetings and proceedings of any committee of the board of directors consisting of two or more members

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D. Employees

The following table shows the breakdown of the approximate number of employees of the Company.

Approximately 36 percent of the employees in the Facilities Services division are represented by trade unions or covered by collective bargaining agreements. None of the Company’s employees in the Staffing Services or Financial Services divisions are represented by trade unions or covered by collective bargaining agreements. The Company considers that relations with employees and their unions are generally good.

E. Share Ownership

The following table sets forth certain information regarding the beneficial ownership of CHL’s ordinary shares and share options held as of May 31, 2004 by the current directors of CHL, principal executive officers and operational management of the Company.

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F. Exemption from Certain Nasdaq Corporate Governance Rules

The Company, as a foreign issuer, has been granted exemptions by Nasdaq from certain of the corporate governance requirements contained in Nasdaq’s Rules. The provisions from which the Company is exempt are those relating to the requirements for an annual shareholder meeting in Nasdaq Rule 4350(e), for voting rights in Nasdaq Rule 4351, for quorum standards at shareholder meetings in Nasdaq Rule 4350(f) and for proxy solicitations in Nasdaq Rule 4350(g). As a result of these exemptions, and as permitted by Belize law, the Company does not hold annual meetings of shareholders nor solicit proxies for such meetings, and when shareholder approval of any action or transaction is required it may be sought and obtained by the written consent of the Company’s majority shareholder, Lord Ashcroft, without the holding of a shareholder meeting or the solicitation of proxies.

Item 19. EXHIBITS

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SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 2 to its Annual Report for its fiscal year ended March 31, 2004 on its behalf.

Dated: March 15, 2005

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EXHIBIT INDEX

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F/A’ Filing		Date		Other Filings
Filed on:		3/16/05
		3/15/05
		7/2/04		20-F/A
		7/1/04		20-F
		5/31/04
		4/30/04		6-K
For Period End:		3/31/04		20-F,  20-F/A
		3/17/04
		12/23/03
		12/9/03
		7/3/03		20-F
		6/30/03
		6/30/02
		6/29/02
		2/14/02
		6/30/01
		3/31/01
		12/22/00
		11/22/00
		10/17/00
		9/22/00
		6/30/00
		3/30/00
		7/1/99
		6/1/99
		5/27/99
		5/14/99
		12/6/97
		7/2/97
				List all Filings

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Filing Submission 0001193125-05-052247   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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