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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
FOREMOST CORPORATION OF AMERICA
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
345469100
-----------------------------------
(CUSIP Number)
DAVID J. SHLADOVSKY, 1800 AVENUE OF THE STARS, 2ND FLOOR, LOS ANGELES, CA 90067
310/556-2721
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
03/31/97
-----------------------------------
(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 8
SEC 1746 (9-88)
<PAGE> 2
SCHEDULE 13D
CUSIP No. 345469100 Page 2 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(A) KAIM NON-TRADITIONAL, L.P. - 95-4486379
(B) RICHARD A. KAYNE - ###-##-####
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
(A) IS A CALIFORNIA LIMITED PARTNERSHIP
(B) IS A U.S. CITIZEN
________________________________________________________________________________
7 SOLE VOTING POWER
(A) 0
NUMBER OF (B) 275,978
SHARES
_________________________________________________________________
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY (A) 767,751
(B) 778,376
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
(A) 0
PERSON (B) 275,978
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
(A) 767,751
(B) 778,376
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(A) 767,751
(B) 1,054,354
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(A) 7.96%
(B) 10.93%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
(A) IA
(B) IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) Page 2 of 8
<PAGE> 3
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available filing
with the Commission by the issuer unless the filing person has reason to
believe such information is not current) beneficially owned (identifying
those shares which there is a right to acquire) by each person named in
Item 2. The above mentioned information should also be furnished with
respect to persons who, together with any of the persons named in Item 2,
comprise a group with the meaning of Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the number of
shares as to which there is 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, or shared power to dispose or to direct the
disposition. Provide the applicable information required by Item 2 with
respect to each person with whom the power to vote or to direct the vote
or to dispose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent filing
on Schedule 13D (Section 240.13d-191), whichever is less, by the persons
named in response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c) shall
include, but not necessarily be limited to: (1) the identity of the person
covered by Item 5(c) who effected the transaction; (2) the date of the
transaction; (3) the amount of securities involved; (4) the price per
share or unit; and (5) where and how the transaction was effected.
(d) If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of
the class, such person should be identified. A listing of the shareholders
of an investment company registered under the Investment Company Act of
1940 or the beneficiaries of an employee benefit plan, pension fund or
endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased to be
the beneficial owner of more than five percent of the class of securities.
Instruction. For computations regarding securities which represent a right
to acquire an underlying security, see Rule 13d-3(d)(1) and the note
thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, naming the persons
with whom such contracts, arrangements, understandings or relationships have
been entered into. Include such information for any of the securities that are
pledged or otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities except that
disclosure of standard default and similar provisions contained in loan
agreements need not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) (Section 240.13d-1(f) and copies of all written agreements,
contracts, arrangements, understandings, plans or proposals relating to (1)
the borrowing of funds to finance the acquisition as disclosed in Item 3; (2)
the acquisition of issuer control, liquidation, sale of assets, merger, or
change in business or corporate structure or any other matter as disclosed in
Item 4; and (3) the transfer or voting of the securities, finder's fees, joint
ventures, options, puts, calls, guarantees of loans, guarantees against loss
or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
- ------------------------------ --------------------------------------------
Date Signature
SEE ATTACHED --------------------------------------------
Name/Title
Page 3 of 8
SEC 1746 (9-88)
<PAGE> 4
United States
Securities and Exchange Commission
SCHEDULE 13D
AMENDMENT NO. 2
*********************
ITEM 1. SECURITY AND ISSUER
Common Stock, with $0.01 Par Value.
Foremost Corporation of America
5600 Beech Tree Lane
Caldonia, MI 49316
ITEM 2. IDENTITY AND BACKGROUND
a. KAYNE, ANDERSON INVESTMENT MANAGEMENT, INC.
Kayne, Anderson Investment Management, Inc. (KAIM, Inc.), a California
corporation, serves as general partner of KAIM Non-Traditional, L.P.
(KAIM N-T, LP), a California limited partnership. KAIM N-T, LP is an
investment adviser registered under the Investment Advisers Act. It
serves as general partner of and investment adviser to four investment
funds named Arbco Associates, L.P., Kayne, Anderson Non-Traditional
Investments, L.P., Offense Group Associates, L.P. and Opportunity
Associates, L.P., each a California limited partnership. KAIM N-T, LP
also serves as investment adviser to other clients, including Kayne,
Anderson Offshore Limited, a British Virgin Islands corporation. The
principal business address of KAIM, Inc., KAIM N-T, LP and the four
investment limited partnerships is 1800 Avenue of the Stars, 2nd Floor,
Los Angeles, California 90067.
During the past five years, none of KAIM, Inc., KAIM N-T, LP, or the
four investment limited partnerships has been convicted in a criminal
proceeding nor has any of them been a party to a civil proceeding of a
judicial or administrative body or the subject of any judgments,
decrees or final orders from the regulatory bodies.
b. RICHARD A. KAYNE
Mr. Kayne, a U.S. citizen, is President, Chief Executive Officer and
Director of KAIM, Inc. He also serves as Manager of KAIM Traditional,
LLC, a California limited liability company (KAIM, LLC), and President
and Director of KA Associates, Inc., a Nevada corporation (KA). KAIM,
LLC is the general partner (and majority owner) of Kayne, Anderson
Investment Management, L.P., a California limited partnership (KAIM,
LP). KAIM, LP is a registered investment adviser. KA is a registered
broker/dealer. The principal business address of KAIM, LLC, KA and
KAIM, LP is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067.
Mr. Kayne is the controlling shareholder of KAIM, Inc., KAIM, LLC and
KA. He is also the managing general partner of Arbco Associates, L.P.
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<PAGE> 5
During the past five years, none of Mr. Kayne, KAIM, LLC, KA or KAIM,
LP has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any of them been a party
to a civil proceeding of a judicial or administrative body or the
subject of any judgments, decrees or final orders from the regulatory
bodies.
c. The following persons (in addition to Mr. Kayne) are officers and/or
directors of one or more of KAIM, Inc., KAIM, LLC and KAIM, LP. Each
such person is a U.S. citizen whose address is 1800 Avenue of the
Stars, 2nd Floor, Los Angeles, California 90067. During the past five
years, none of such persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has any of
them been a party to a civil proceeding of a judicial or administrative
body or the subject of any judgments, decrees or final orders from the
regulatory bodies.
JOHN E. ANDERSON. Chairman of Topa Equities, Ltd., a diversified
investment company located at 1800 Avenue of the Stars, Suite 1400, Los
Angeles, California 90067. Mr. Anderson is also Director of KAIM, Inc.
and KA.
WILLIAM T. MILLER. Chief Financial Officer of KAIM, Inc. and KA.
ALLAN M. RUDNICK. Manager of KAIM, LLC
HOWARD M. ZELIKOW. Vice President and Director of KAIM, Inc.
ROBERT V. SINNOTT. Vice President of KAIM, Inc.
JERRY R. WELCH. Vice President of KAIM, Inc.
DAVID J. SHLADOVSKY. General Counsel and Secretary of KAIM, Inc. and
KA.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Investment partnership funds were derived by a combination of cash contributions
to the partnerships by the limited partners and, additionally, from the use of
margin by certain of the partnerships.
ITEM 4. PURPOSE OF TRANSACTION
The shares of the issuer were purchased for investment purposes. Richard A.
Kayne, KAIM N-T, LP, and KAIM, LP, on behalf of themselves and their managed
accounts, will consider making further sales or purchases of the shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. KAIM N-T, LP and Richard A. Kayne report beneficial ownership of
767,751 and 1,054,354 shares, representing 7.96% and 10.93% of the shares
outstanding, respectively.
b. KAIM N-T, LP has shared voting and dispositive power (with Richard A.
Kayne) over its 767,751 shares. Richard A. Kayne has sole voting and dispositive
power over 275,978 shares and shared voting and dispositive power (with KAIM
N-T, LP, KAIM, Inc. or KAIM, LP) over 778,376 shares, together representing
8.07% of the outstanding shares of the common stock of the issuer.
5 of 8
<PAGE> 6
The shares over which Mr. Kayne has sole voting and dispositive power
are held by him directly or by accounts for which he serves as trustee or
custodian. The shares over which Mr. Kayne and KAIM N-T, LP have shared voting
and dispositive power are held by accounts for which KAIM N-T, LP serves as
investment adviser (and, in some cases, as general partner) or by KAIM N-T, LP.
The shares over which Mr. Kayne and KAIM, Inc. have shared voting and
dispositive power are held by KAIM, Inc. The shares over which Mr. Kayne and
KAIM, LP have shared voting and dispositive power are held by accounts for which
KAIM, LP serves as investment adviser.
KAIM N-T, LP disclaims beneficial ownership of the shares reported,
except those shares held by it or attributable to it by virtue of its general
partner interests in certain limited partnerships holding such shares. Mr. Kayne
disclaims beneficial ownership of the shares reported, except those shares held
by him or attributable to him by virtue of his limited and general partner
interests in such limited partnerships and by virtue of his indirect interest in
the interest of KAIM N-T, LP in such limited partnerships.
c. All transactions for the reporting parties were effected by KAIM N-T,
LP or KAIM Traditional, LLC through KA, as broker. Purchases of the shares were
made as follows:
<TABLE>
<CAPTION>
Date Type # of shares Price Where/how transaction effected
-------- ---- ----------- ------ ------------------------------
<S> <C> <C> <C> <C>
03/31/97 Buy 3,500 $57.97 New York Stock Exchange
</TABLE>
d. Not applicable
e. Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 9, 1997
- ---------------------------------------------------
Date
/s/ RICHARD A. KAYNE
- ---------------------------------------------------
Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
--------------------------------------
David J. Shladovsky, Secretary
6 of 8
<PAGE> 7
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and between the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
/s/ RICHARD A. KAYNE
-------------------------------------------
Richard A. Kayne
/s/ DAVID J. SHLADOVSKY
-------------------------------------------
KAIM Non-Traditional, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner
7 of 8
<PAGE> 8
EXHIBIT TO SCHEDULE 13D, AMENDMENT NO. 2 OF FILING CONCERNING
FOREMOST CORPORATION OF AMERICA
<TABLE>
<CAPTION>
Filing Parties Shares
- -------------- ---------
<S> <C>
KAIM Non-Traditional, L.P.
- Managed Investment Limited Partnerships 727,026
- Other Managed Accounts 25,300
- Direct 15,425
Richard A. Kayne
- Direct ownership 275,978
- Kayne, Anderson Investment Management, Inc. 4,775
- KAIM Traditional, L.L.C. managed accounts 5,850
---------
Total 1,054,354
</TABLE>
04/09/97
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