UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ziegler Co., Inc.
(Name of Issuer)
Common Stock par value $1.00
(Title of Class of Securities)
989506100
(CUSIP Number)
Peter R. Kellogg
120 Broadway
New York, New York 10271
(Name, address and telephone number of person
authorized to receive notices and communications)
February 29, 2000
(Date of event which requires filing of this
statement)
(Continued on following page(s))
_____________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter R. Kellogg
_____________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
_____________________________________________________
3. SEC USE ONLY
_____________________________________________________
4. SOURCE AND AMOUNT OF FUNDS
_____________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)
X
_____________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA_______________________________________________
Number of 7. SOLE VOTING POWER NUMBER OF SHARES
Shares _______251,630________________________
8. SHARED VOTING POWER
Beneficially
_______157,400________________________
Owned by Each 9. SOLE DISPOSITIVE POWER
Reporting _______251,630________________________
10.SHARED DISPOSITIVE POWER
Person With
______________________157,400________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
_____________________409,030_________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
_____________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
_______________________16.793%_______________________
14. TYPE OF REPORTING PERSON - IN
____________________________________________________
Item 1. Security and Issuer
The class of security to which this statement
relates is Common Stock, par value $1.00 per share (the
"Common Stock"), of Ziegler Co., Inc., a Delaware
corporation (the "Issuer"). The address of the executive
office of the Issuer is 215 N. Main Street, West Bend, WI
53095-3317.
Item 2. Identity and Background
(a) The person filing this Statement is Peter R.
Kellogg. This statement also contains information
regarding shares of Common Stock owned by Mr. Kellogg's
wife, Mrs. Cynthia K. Kellogg, I.A.T. Reinsurance
Syndicate, Ltd. ("IAT"), a Bermuda corporation of which
Mr. Kellogg is the sole holder of voting stock, and the
Peter R. Kellogg & Cynthia K. Kellogg Foundation (the
"Foundation"), a charitable entity of which Peter Kellogg
is a trustee. Mr. Kellogg has sole dispositive and voting
power with respect to the shares of Common Stock owned by
IAT and has shared dispositive and voting power with
respect to the shares of Common Stock owned by Cynthia K.
Kellogg and the Foundation. Although shares of Common
Stock owned by Mrs. Kellogg, IAT and the Foundation may be
deemed to be beneficially owned by Mr. Kellogg, the filing
of this Statement should not be deemed an admission that
Mr. Kellogg beneficially owns such shares or that Mr.
Kellogg, Mrs. Kellogg, IAT and the Foundation, or any
other person or persons referred to herein constitute a
"group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Act"), and the rules
and regulations thereunder (the "Rules").
(b) Mr. Kellogg's business address is:
120 Broadway, New York, NY 10271
Mrs. Kellogg's address is:
120 Broadway, New York, NY 10271
The Foundation's business address is:
120 Broadway, New York, NY 10271
IAT's address is:
120 Broadway, New York, NY 10271
(c) Mr. Kellogg's principal occupation is:
Senior Managing Director
Spear, Leeds & Kellogg
120 Broadway
New York, New York 10271
Spear, Leeds & Kellogg is a registered securities broker-
dealer.
IAT is a reinsurance company incorporated in Bermuda.
The Foundation is a charitable Foundation.
(d) and (e) During the last five years, neither Mr.
Kellogg, Mrs. Kellogg, nor any executive officer at IAT,
has been convicted in a criminal proceeding nor has been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which such person 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) Mr. Kellogg and Cynthia K. Kellogg are citizens
of the United States. The Foundation is organized under
the laws of the State of New Jersey.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock
recently purchased by Cynthia K. Kellogg was $104,327,
which amount came from available funds.
Item 4. Purpose of Transaction
The Common Stock was acquired by Cynthia K. Kellogg
for investment purposes only.
Neither Mr. Kellogg, Cynthia K. Kellogg, IAT nor the
Foundation have plans or proposals which related to or
which would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Mr. Kellogg, Cynthia K. Kellogg, IAT and the
Foundation may determine to purchase additional shares of
Common Stock at any time and from time to time, subject to
market and general economic conditions, and any purchase
or purchases may be effected directly or through one or
more entities controlled or deemed to be controlled by Mr.
Kellogg. Mr. Kellogg may also sell or otherwise dispose
of shares of Common Stock owned directly or indirectly by
him at any time or from time to time, although he has no
present plans or proposals to do so. Any purchases or
sales by Mr. Kellogg may be in the open market, in a
privately negotiated transaction or otherwise.
Item 5. Interest in Securities of the Issuer
(a) As of February 29, 2000, Mr. Kellogg
beneficially owned directly an aggregate of 251,630 shares
of Common Stock. Of those shares, 101,630 were owned by
Mr. Kellogg personally and 150,000 were owned by IAT. In
addition, Mr. Kellogg may be deemed to be the indirect
beneficial owner of 107,400 shares of Common Stock owned
by his wife, and 50,000 shares held by the Foundation, by
virtue of his shared disposition and voting power. The
aggregate number of shares of Common Stock with respect to
which Mr. Kellogg may be deemed to be the beneficial owner
as of the date hereof is 409,030 shares, constituting
approximately 16.793% of the Common Stock outstanding.
(b) Mr. Kellogg has the sole dispositive power with
respect to 101,630 shares of Common Stock which he owns,
and with respect to 150,000 shares of Common Stock owned
by IAT. Mr. Kellogg also shares the power to vote or
dispose of 107,400 shares of Common Stock owned by his
wife and 50,000 shares owned by the Foundation.
(c) The following table sets forth information with
respect to all purchases, sales or donations of the Common
Stock by Cynthia K. Kellogg for purposes of Section 13(d)
of the 1934 Act since January 8, 2000:
Date of Number of Type of Price
Transaction Shares Transaction Per Share
02/04/00 100 Open Market Purchase 15.125
02/10/00 200 Open Market Purchase 15.125
02/15/00 200 Open Market Purchase 15.75
02/16/00 500 Open Market Purchase 16.375
02/18/00 700 Open Market Purchase 16.375
02/25/00 2,200 Open Market Purchase 17.125
02/25/00 1,500 Open Market Purchase 16.875
02/28/00 500 Open Market Purchase 17.5
02/29/00 300 Open Market Purchase 17.5
Item 6. Contract Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
All shares of Common Stock purchased by Mr. Kellogg
were acquired on the basis of his independent investment
decisions. Mr. Kellogg disclaims that he (alone or with IAT)
was or is a member of a "group," within the meaning of the
Act and the Rules, with regard to the acquisition or holding
of shares of Common Stock acquired or sold by Mr. Kellogg.
Further, Mr. Kellogg has no arrangement, agreement or
understanding with anyone with respect to the future
acquisition, holding, disposition or voting of shares of
Common Stock of the Issuer.
Item 7. Material to be filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set fourth in this
Statement is true, complete and correct.
Peter R. Kellogg
Peter R. Kellogg
Dated: March 8, 2000
