UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 6)
_______________________
THE PROSPECT GROUP, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
742 918204
(CUSIP Number)
_______________________
STEPHEN M. DOWICZ
885 THIRD AVENUE
NEW YORK, NY 10022
TEL. NO.: (212) 371-3047
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
JULY 16, 1996
(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
statement 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 [ ].
Page 1 of 39 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 2 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 230,230
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
230,230
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,230
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 3 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Institutional Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 130,780
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
130,780
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,780
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 4 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.H. Davidson & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 17,790
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
17,790
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,790
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.76%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 5 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Endowment Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 92,740
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
92,740
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,740
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 6 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MHD Management Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 322,970
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
322,970
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
322,970
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 7 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Advisers Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 130,780
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
130,780
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,780
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 8 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin H. Davidson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Unites States
7 SOLE VOTING POWER
NUMBER OF
SHARES 12,700
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
479,700
9 SOLE DISPOSITIVE POWER
12,700
10 SHARED DISPOSITIVE POWER
479,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 9 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas L. Kempner, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 600
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
479,700
9 SOLE DISPOSITIVE POWER
1,200
10 SHARED DISPOSITIVE POWER
479,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ X ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 10 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen M. Dowicz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 100
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
479,700
9 SOLE DISPOSITIVE POWER
100
10 SHARED DISPOSITIVE POWER
479,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 11 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott E. Davidson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
479,700
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
479,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 12 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Leffell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
479,700
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
479,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 13 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas L. Kempner Foundation Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 300
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
300
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.013%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 14 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomson L. Kempner/Thomas L. Kempner, Jr.
Trustees U/A/D 8/31/87 FBO Trevor M. Kempner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 100
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
100
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.004%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 15 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seymour Hertz & Marvin H. Davidson
Trustees U/A/D 1/29/69 FBO Scott Eric Davidson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,300
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
1,300
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.06%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 16 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin H. Davidson Foundation Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,400
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
1,400
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.06%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 17 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner International Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,200
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
7,200
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.31%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 18 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masters Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 960
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
960
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
960
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 742 918204 Page 19 of 39 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner International Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,200
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
7,200
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.31%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 20 of 39
The persons making this filing hereby amend and supplement
their Statement on Schedule 13D dated May 30, 1991, as amended by
Amendment No. 1 dated September 5, 1991, Amendment No. 2 dated February
19, 1992, Amendment No.3 dated July 21, 1993, Amendment No. 4 dated
August 8, 1994 and Amendment No. 5 dated March 17, 1995 (as amended, the
"Original Statement"), as set forth in this Amendment No. 6.
Unless otherwise indicated, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the
Original Statement.
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to shares of Common Stock, par value $.01
per share (the "Common Stock"), of The Prospect Group, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the
Company are located at 667 Madison Avenue, New York, New York 10021.
ITEM 2. IDENTITY AND BACKGROUND.
The response set forth in Item 2 is restated in its entirety as
follows:
The names and addresses of the persons filing this Schedule are
as follows:
Davidson Kempner Partners ("DKP"), a New York limited partnership,
whose address in 885 Third Avenue, New York, New York 10022, and
which is engaged in buying and selling securities for investment
purposes;
Davidson Kempner Institutional Partners, L.P. ("DKIP"), a Delaware
limited partnership, whose address is 885 Third Avenue, New York,
New York 10022, and which is engaged in buying and selling
securities for investment purposes;
M.H. Davidson & Co., a New York limited partnership, whose address
is 885 Third Avenue, New York, New York 10022, and which is engaged
in buying and selling securities for investment purposes;
Davidson Kempner Endowment Partners ("DKEP"), a New York limited
partnership, whose address is 885 Third Avenue, New York, New York
10022, and which is engaged
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 21 of 39
in buying and selling securities for investment purposes;
MHD Management Co. ("MHD"), a New York limited partnership, whose
address is 885 Third Avenue, New York, New York 10022, and which is
the general partner of DKP and DKEP;
Davidson Kempner Advisers Inc. ("DKAI"), a New York corporation,
whose address is 885 Third Avenue, New York, New York 10022, and
which is the general partner of DKIP and an investment manager of
Masters Fund, L.P.;
Davidson Kempner International Ltd. ("DKIL"), a British Virgin
Islands company, whose address is c/o Citco B.V.I. Limited, Citco
Building, Wickhams Cay, P.O. Box 662, Road Town, Tortolla British
Virgin Islands, and which is engaged in buying and selling
securities for investment purposes;
Masters Fund, L.P. ("Masters Fund"), a New York limited partnership,
whose address is 885 Third Avenue, New York, New York 10022, and
which is engaged in buying and selling securities for investment
purposes;
Davidson Kempner International Advisors, L.L.C. ("DKIA"), a Delaware
limited liability company, whose address is 885 Third Avenue, New
York, New York 10022, and which is the investment manager of DKIL;
Marvin H. Davidson, Thomas L. Kempner, Jr., Stephen M. Dowicz, Scott
E. Davidson and Michael J. Leffell, general partners of M.H.
Davidson & Co. Information in response to Items (a) through (f)
with respect to the above named individuals is set forth in Appendix
I hereto and incorporated by reference herein;
Thomas L. Kempner Foundation Inc. (the "Kempner Foundation"), a
private charitable foundation organized under the laws of the state
of New York, established by Thomas L. Kempner, Jr. for the benefit
of certain charities. Thomas L. Kempner, Jr. is the President of
the Kempner Foundation, whose address is 885 Third Avenue, New York,
N.Y. 10022;
Thomas L. Kempner/Thomas L. Kempner, Jr., Trustees U/A/D 8/31/87 FBO
Trevor M. Kempner, a New York trust ("Kempner Trust") established
for the benefit of Trevor
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 22 of 39
M. Kempner. The address of Kempner Trust is 885 Third Avenue, New York,
N.Y. 10022;
Seymour Hertz & Marvin H. Davidson, Trustees U/A/D 1/29/69 FBO Scott
Eric Davidson, a New York trust (the "Davidson Trust") established
for the benefit of Scott E. Davidson. The address of the Davidson
Trust is 885 Third Avenue, New York, N.Y. 10022. Mr. Hertz is an
attorney at the law firm of Paul, Weiss, Rifkind, Wharton &
Garrison; and
Marvin H. Davidson Foundation, a private charitable foundation
organized under the laws of the state of New York (the "Davidson
Foundation"), established by Marvin H. Davidson for the benefit of
certain charities. Mr. Davidson is the President of the Davidson
Foundation, whose address is 885 Third Avenue, New York, N.Y. 10022.
The above named individuals are sometimes referred to as the
"Reporting Parties."
None of the Reporting Parties has, during the last five years,
been (i) convicted in a criminal proceeding or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such limited partnership or corporation was 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.
Certain information concerning the officers and directors of
DKAI, DKIA, the Kempner Foundation and the Davidson Foundation is set
forth on Appendix I hereto and incorporated by reference herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Working capital of DKP, DKIP, DKIL, DKIA, DKEP, MHD, DKAI, MHD
& Co., Masters Fund, Kempner Foundation, Kempner Trust, Davidson Trust
and Davidson Foundation and personal funds of Thomas L. Kempner, Jr. and
Marvin H. Davidson.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Parties have acquired the shares of Common Stock
for investment purposes.
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 23 of 39
The Reporting Parties have no intention, plan or proposal with
respect to:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the
issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management
of the issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure, including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934;
or
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 24 of 39
(j) Any action similar to any of those enumerated above.
Each of the Reporting Parties, however, may, at any time and
from time to time, and reserves the right to, acquire additional
securities of the Company, dispose of any such securities of the Company
or formulate other plans or proposals regarding the Company or its
securities, to the extent deemed advisable by such Reporting Party in
light of its general investment policies, market conditions or other
factors
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated to read, in its entirety,
as follows:
The aggregate percentage of shares of Common Stock reported
owned by each person herein is based upon the Issuer's Form 10-Q for the
quarterly period ended March 31, 1996, which disclosed that 2,326,330
shares of Common Stock were outstanding at the close of business on May
1, 1996.
As of the close of business on July 16, 1996:
(i) The Reporting Parties own in the aggregate 496,800 shares
of Common Stock which represent approximately 21.36% of the shares of
Common Stock as set forth below. Information concerning transactions in
the Common Stock effected by the Reporting Parties is set forth in Appendix II.
NAME OF REPORTING PARTY:
DKP
(a) Aggregate Number of Securities Owned 230,230
Percentage 9.9%
(b) 1. Sole power to vote or to direct
the vote 230,230
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 230,230
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 25 of 39
4. Shared power to dispose of or to
direct the disposition --
DKIP
(a) Aggregate Number of Securities Owned 130,780
Percentage 5.6%
(b) 1. Sole power to vote or to direct
the vote 130,780
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 130,780
4. Shared power to dispose of or to
direct the disposition --
M.H. DAVIDSON & CO.
(a) Aggregate Number of Securities Owned 17,790
Percentage .76%
(b) 1. Sole power to vote or to direct
the vote 17,790
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 17,790
4. Shared power to dispose of or to
direct the disposition --
DKEP
(a) Aggregate Number of Securities Owned 92,740
Percentage 4%
(b) 1. Sole power to vote or to direct
the vote 92,740
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 26 of 39
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 92,740
4. Shared power to dispose of or to
direct the disposition --
MHD MANAGEMENT CO.
(a) Aggregate Number of Securities Owned 322,970
(b) Percentage 13.9%
1. Sole power to vote or to direct
the vote 322,970
2. Shared power to vote or to direct --
the vote
3. Sole power to dispose or to direct
the disposition 322,970
4. Shared power to direct the --
disposition
DAVIDSON KEMPNER ADVISERS INC.
(a) Aggregate Number of Securities Owned 130,780
(b) Percentage 5.6%
1. Sole Power to vote or to direct
the vote 130,780
2. Shared Power to vote or to direct --
the vote
3. Sole power to dispose or to direct
the dispositions 130,780
4. Shared power to direct the --
disposition
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 27 of 39
MARVIN H. DAVIDSON
(a) Aggregate Number of Securities Owned 492,400 {1}
(a) Percentage 21.2%
1. Sole Power to vote or to direct 12,700
the vote
2. Shared Power to vote or to direct 479,700
the vote
3. Sole power to dispose or to direct 12,700
the disposition
4. Shared power to direct the 479,700
disposition
THOMAS L. KEMPNER, JR.
(a) Aggregate Number of Securities Owned 480,900{2}
(b) Percentage 20.7%
1. Sole Power to vote or to direct 600
the vote
2. Shared Power to vote or to direct 479,700
the vote
- ---------------------
**FOOTNOTES**
{1/}This amount includes 1,300 shares of Common Stock, held of record by
the Davidson Trust for which Mr. Davidson is a trustee, and 1,400 shares
held of record by the Davidson Foundation, of which Mr. Davidson is the
President. Mr. Davidson disclaims beneficial ownership with respect to
each of the foregoing.
{2/}This amount includes: (a) 500 shares held of record by Coudert
Brothers Profit Sharing & Retirement Plan F/A Katheryn Patterson, for
which Mr. Kempner has dispositive power only; (b) 100 shares held of
record by Katheryn Clews Patterson, IRA Bear Stearns & Co. Custodian, for
which Mr. Kempner has dispositive power only; (c) 100 shares held of
record by Kempner Trust, for which Mr. Kempner is a trustee; and
(d) 300 shares held of record by the Kempner Foundation, of which Mr.
Kempner is the President. Mr. Kempner disclaims beneficial ownership of
(a) through (d).
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 28 of 39
3. Sole power to dispose or to direct 1,200
the disposition
4. Shared power to direct the 479,700
disposition
STEPHEN M. DOWICZ
(a) Aggregate Number of Securities Owned 479,800
(b) Percentage 20.6%
1. Sole Power to vote or to direct 100
the vote
2. Shared Power to vote or to direct 479,700
the vote
3. Sole power to dispose or to direct 100
the disposition
4. Shared power to direct the 479,700
disposition
SCOTT E. DAVIDSON
(a) Aggregate Number of Securities Owned 479,700
(b) Percentage 20.6%
1. Sole Power to vote or to direct --
the vote
2. Shared Power to vote or to direct 479,700
the vote
3. Sole power to dispose or to direct --
the disposition
4. Shared power to direct the 479,700
disposition
MICHAEL J. LEFFELL
(a) Aggregate Number of Securities Owned 479,700
(b) Percentage 20.6%
1. Sole Power to vote or to direct --
the vote
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 29 of 39
2. Shared Power to vote or to direct 479,700
the vote
3. Sole power to dispose or to direct --
the disposition
4. Shared power to direct the 479,700
disposition
THOMAS L. KEMPNER FOUNDATION INC.
(a) Aggregate Number of Securities Owned 300
(b) Percentage .013%
1. Sole Power to vote or to direct 300
the vote
2. Shared Power to vote or to direct --
the vote
3. Sole power to dispose or to direct 300
the disposition
4. Shared power to direct the --
disposition
THOMAS L. KEMPNER/THOMAS L. KEMPNER, JR.
TRUSTEES, U/A/D 8/31/87 FBO TREVOR M.
KEMPNER
(a) Aggregate Number of Securities Owned 100
(b) Percentage .004%
1. Sole Power to vote or to direct 100
the vote
2. Shared Power to vote or to direct --
the vote
3. Sole power to dispose or to direct 100
the disposition
4. Shared power to direct the --
disposition
SEYMOUR HERTZ & MARVIN H. DAVIDSON, TRUSTEES
U/A/D 1/29/69 FBO SCOTT ERIC DAVIDSON
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 30 of 39
(a) Aggregate Number of Securities Owned 1,300
(b) Percentage .06%
1. Sole Power to vote or to direct 1,300
the vote
2. Shared Power to vote or to direct --
the vote
3. Sole power to dispose or to direct 1,300
the disposition
4. Shared power to direct the --
disposition
MARVIN H. DAVIDSON FOUNDATION INC.
(a) Aggregate Number of Securities Owned 1,400
(a) Percentage .06%
1. Sole Power to vote or to direct 1,400
the vote
2. Shared Power to vote or to direct --
the vote
3. Sole power to dispose or to direct 1,400
the disposition
4. Shared power to direct the --
disposition
DAVIDSON KEMPNER INTERNATIONAL LTD.
(a) Aggregate Number of Securities Owned 7,200
(b) Percentage .31%
1. Sole Power to vote or to direct
the vote 7,200
2. Shared Power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 7,200
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 31 of 39
4. Shared power to direct the
disposition --
MASTERS FUND, L.P.
(a) Aggregate Number of Securities Owned 960
(b) Percentage .04%
1. Sole Power to vote or to direct
the vote 960
2. Shared Power to vote or to direct
the vote --
3. Sole power to dispose or to directthe
disposition 960
4. Shared power to direct the disposition --
DKIA
(a) Aggregate Number of Securities Owned 7,200
(b) Percentage .31%
1. Sole Power to vote or to direct
the vote 7,200
2. Shared Power to vote or to direct
the vote --
3. Sole power to dispose or to directthe
disposition 7,200
4. Shared power to direct thedisposition --
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 32 of 39
SIGNATURES
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.
July 20, 1996
DAVIDSON KEMPNER PARTNERS
By MHD Management Co., its
general partner
By: /s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
General Partner
DAVIDSON KEMPNER INSTITUTIONAL
PARTNERS, L.P.
By Davidson Kempner Advisers
Inc., its general partner
By: /s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
Secretary
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 33 of 39
DAVIDSON KEMPNER ENDOWMENT PARTNERS
By MHD Management Co., its
general partner
By: /s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
General Partner
M.H. DAVIDSON & CO.
By: /s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
General Partner
MHD MANAGEMENT CO.
By: /s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
General Partner
DAVIDSON KEMPNER ADVISERS INC.
By: /s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
Secretary
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 34 of 39
/s/ MARVIN H. DAVIDSON
Marvin H. Davidson
/s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
/s/ STEPHEN M. DOWICZ
Stephen M. Dowicz
/s/ SCOTT E. DAVIDSON
Scott E. Davidson
/s/ MICHAEL J. LEFFELL
Michael J. Leffell
THOMAS L. KEMPNER FOUNDATION
INC.
By: /s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
President
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 35 of 39
THOMAS L. KEMPNER/THOMAS L. KEMPNER,
JR., TRUSTEES U/A/D 8/31/87 FBO
TREVOR M. KEMPNER
By: /s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
Trustee
SEYMOUR HERTZ & MARVIN H. DAVIDSON,
TRUSTEES U/A/D 1/29/69 FBO
SCOTT ERIC DAVIDSON
By: /s/ MARVIN H. DAVIDSON
Marvin H. Davidson
Trustee
MARVIN H. DAVIDSON FOUNDATION INC.
By: /s/ MARVIN H. DAVIDSON
Marvin H. Davidson
President
DAVIDSON KEMPNER INTERNATIONAL LTD.
By Davidson Kempner International
Advisors, LLC
By: /s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
A Managing Member
DAVIDSON KEMPNER INTERNATIONAL ADVISORS, LLC
By: /s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
A Managing Member
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 36 of 39
MASTERS FUND, L.P.
By Davidson Kempner Advisers
Inc., its Investment Manager
By: /s/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
Secretary
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 37 of 39
APPENDIX I
DAVIDSON KEMPNER ADVISERS INC. AND
DAVIDSON KEMPNER INTERNATIONAL ADVISORS LLC
NAME AND POSITION Present Principal Occupation
and Business Address
Marvin H. Davidson Investment Advisor
DKAI - President 885 Third Avenue
DKIA - Executive Managing New York, NY 10022
Member
Stephen M. Dowicz Investment Advisor
DKAI - Treasurer 885 Third Avenue
DKIA - Managing Member New York, NY 10022
Thomas L. Kempner, Jr. Investment Advisor
DKAI - Secretary 885 Third Avenue
DKIA - Managing Member New York, NY 10022
Scott E. Davidson Investment Advisor
DKAI - Managing Director 885 Third Avenue
DKIA - Managing Member New York, NY 10022
Michael J. Leffell Investment Advisor
DKAI - Managing Director 885 Third Avenue
DKIA - Managing Member New York, NY 10022
THOMAS L. KEMPNER FOUNDATION INC.
Present Principal Occupation
Name and Position and Business Address
Thomas L. Kempner, Jr. Investment Advisor
President 885 Third Avenue
New York, NY 10022
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 38 of 39
MARVIN H. DAVIDSON FOUNDATION INC.
Present Principal Occupation
Name and Position and Business Address
Marvin H. Davidson Investment Advisor
President 885 Third Avenue
New York, NY 10022
All of the above named individuals are citizens of the United States.
<PAGE>
SCHEDULE 13D, Amendment No. 6
CUSIP NO. 742 918204 Page 39 of 39
APPENDIX II
The Prospect Group, Inc.
Transaction Schedule
From March 17, 1995 to July 16, 1996
DATE QUANTITY PRICE/SHARE WHERE/HOW
4/9/96 15,000 $11.00 Open Market Purchase
7/16/96 94,920 11.00 Open Market Purchase
