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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. 3)*
FOREMOST CORPORATION OF AMERICA
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
345469100
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(CUSIP NUMBER)
DAVID J. SHALDOVSKY, 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)
08/06/97
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(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 Pages
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CUSIP No. 345469100 SCHEDULE 13D 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 - ###-##-####
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [XX]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
(A) IS A CALIFORNIA LIMITED PARTNERSHIP
(B) IS A U.S. CITIZEN
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(7) Sole Voting Power
Number of (A) 0
Shares (B) 275,978
Beneficially --------------------------------------------------------
Owned by (8) Shared Voting Power
Each (A) 869,451
Reporting (B) 880,076
Person With --------------------------------------------------------
(9) Sole Dispositive Power
(A) 0
(B) 275,978
--------------------------------------------------------
(10) Shared Dispositive Power
(A) 869,451
(B) 880,076
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
(A) 869,451
(B) 1,156,054
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
(A) 9.32%
(B) 12.39%
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(14) Type of Reporting Person*
(A) IA
(B) IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 within 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 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.
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Date Signature
SEE ATTACHED
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Name/Title
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United States
Securities and Exchange Commission
SCHEDULE 13D
AMENDMENT NO. 3
*********************
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 Nevada
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 and registered investment adviser. 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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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 869,451 and
1,056,054 shares, representing 9.32% and 12.39% of the shares outstanding,
respectively.
b. KAIM N-T, LP has shared voting and dispositive power (with Richard A. Kayne)
over its 869,451 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 880,076 shares, together representing 9.43% of the
outstanding shares of the common stock of the issuer.
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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>
07/24/97 Buy 27,900 $59.06 New York Stock Exchange
07/25/97 " 4,000 $58.80 " " "
08/06/97 Sell 10,000 $59.57 " " "
</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.
August 11, 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
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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
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EXHIBIT TO SCHEDULE 13D, AMENDMENT NO. 3 OF FILING CONCERNING
FOREMOST CORPORATION OF AMERICA (FOM)
<TABLE>
<CAPTION>
Filing Parties Shares
-------------- ------
<S> <C>
KAIM Non-Traditional, L.P.
- Managed Investment Limited Partnerships 781,926
- Other Managed Accounts 72,100
- Direct 15,425
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Sub-Total 869,451
Richard A. Kayne
- Direct ownership 275,978
- Kayne, Anderson Investment Management, Inc. 4,775
- KAIM Traditional, L.L.C. managed accounts 5,850
---------
Sub-Total 286,603
TOTAL 1,156,054
</TABLE>
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