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SCHEDULE 13D/A
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Kinnard Investments, Inc.
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(Name of Issuer)
Common Stock, $.02 Par Value
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(Title of Class of Securities)
497059105
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(CUSIP Number)
Philip T. Colton
5500 Wayzata Boulevard, Suite 800
Minneapolis, MN 55416
(612) 542-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
6/13/00
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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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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).
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CUSIP NO. 4970509105 13D PAGE 2 OF 5 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Stockwalk.com Group, Inc. / #41-1756256
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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7 SOLE VOTING POWER
NUMBER OF
340,290
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
340,290
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,290
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.96%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO/BD
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CUSIP NO. 4970509105 13D PAGE 3 OF 5 PAGES
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ITEM 1. SECURITY AND ISSUER
This statement relates to the voting Common Stock, par value $.02 of
Kinnard Investments, Inc. (the "Issuer"), a Minnesota corporation having its
principal executive offices at 920 Second Avenue South, Minneapolis, Minnesota
55402.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Stockwalk.com Group, Inc. ("Stockwalk").
Stockwalk's business address is 5500 Wayzata Boulevard, Suite 800, Minnesota,
Minnesota 55416. Information concerning the principal business of Stockwalk is
set forth in Section 9 ("Certain Information Concerning the Purchaser and
Stockwalk") of the Offer to Purchase filed with the Commission on January 14,
2000 and Amendment No. 1 to Stockwalk's Registration Statement on Form S-2 filed
with the Commission on June 23, 2000 (Registration No. 333-35544), both of which
are incorporated herein by reference. The names, business addresses, present
principal occupations or employments, material occupations, positions, offices
or employment during the last five years and citizenship of the directors and
executive officer of Stockwalk are set forth therein and are incorporated herein
by reference.
Stockwalk, and to the best of its knowledge, none of its officers or
directors, has during the last five years: (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, Federal or state securities laws or finding any violation of such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock of the Issuer were purchased from available
cash reserves or working capital.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock of the Issuer were purchased by Stockwalk
for investment purposes only. Stockwalk and the Issuer are parties to that
certain Agreement and Plan of Merger dated as of June 5, 2000 pursuant to which
and following the satisfaction of the terms and conditions stated therein,
Issuer would be merged into a wholly-owned subsidiary of Stockwalk and upon
consummation Issuer would become a wholly-owned subsidiary of Stockwalk. The
Agreement and Plan of Merger is filed as Exhibit 2.7 to Amendment No. 1 to
Stockwalk's Form S-2 Registration Statement filed with the Commission on June
23, 2000 (Registration No. 333-35544) and is hereby incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Information with respect to the aggregate number, and percentage, of
all outstanding Common Stock beneficially owned as of June 1, 2000 by Stockwalk
is set forth in Schedule III of the Offer to Purchase and is incorporated herein
by reference.
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CUSIP NO. 4970509105 13D PAGE 4 OF 5 PAGES
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According to the Issuer's most recent Form 10-Q filing with the SEC,
the Issuer has 4,885,691 shares of Common Stock outstanding. Stockwalk, at the
present time, owns 340,290 shares of the Issuer's Common Stock, constituting
approximately 6.96% of all of the outstanding voting Common Stock.
Information with respect to transactions by Stockwalk in Common Stock
of the Issuer in the last 60 days are set forth below:
<TABLE>
<CAPTION>
Number
Settlement Type of of Price/ %
Name Date Transaction Shares Share Outstanding
------------------------- --------------- ---------------- ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Stockwalk 6/12/00 Buy 9,100 8 5/16 0.1%
Stockwalk 6/12/00 Buy 21,400 8.4525 0.4%
Stockwalk 6/13/00 Buy 10,375 8.6625 0.2%
Stockwalk 6/14/00 Buy 11,100 8.7425 0.2%
Stockwalk 6/15/00 Buy 11,000 8.6807 0.2%
Stockwalk 6/20/00 Buy 8,200 8.7195 0.1%
Stockwalk 6/21/00 Buy 5,000 8 13/16 *
Stockwalk 6/22/00 Buy 10,400 8 3/4 0.2%
Stockwalk 6/23/00 Buy 15,300 8.749 0.3%
Stockwalk 6/26/00 Buy 26,515 8 3/4 0.5%
*less than 0.1%
</TABLE>
The Holders response to Items 7 through 13 of the cover pages of the
statement are incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESEPCT TO SECURITIES OF THE ISSUER
See Response to Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Agreement and Plan of Merger, dated as of June 5, 2000 by
and between Kinnard Investments, Inc., Stockwalk.com
Group, Inc., a Minnesota corporation and SW Acquisition,
Inc., a Minnesota corporation (incorporated by reference
to Exhibit 2.7 to Registration Statement No. 333-35544 on
Form S-2 filed June 23, 2000).
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CUSIP NO. 4970509105 13D PAGE 5 OF 5 PAGES
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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, correct and
complete.
Dated: June 28, 2000 STOCKWALK.COM GROUP, INC.
By /s/ Philip T. Colton
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Its Senior Vice President/General Counsel
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