UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Kurzweil Applied Intelligence, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
501321103
(CUSIP Number)
Check the following box if a fee is being paid with this
statement / /. (A fee is not required only if the filing
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).
*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 the
disclosures provided in a prior cover page.
The information required in 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>
CUSIP No. 501321103 Page 2 of 11 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Horsley Bridge Partners, Inc.
16-1193261
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) /x/
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
___________________________________________________________________________
(5) SOLE VOTING POWER
0
________________________________________________
NUMBER OF SHARES (6) SHARED VOTING POWER
BENEFICIALLY OWNED BY 876,930
EACH REPORTING PERSON ________________________________________________
WITH (7) SOLE DISPOSITIVE POWER
0
________________________________________________
(8) SHARED DISPOSITIVE POWER
876,930
___________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,930
___________________________________________________________________________
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
___________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
___________________________________________________________________________
(12) TYPE OF REPORTING PERSON (See Instructions)
IA, CO
___________________________________________________________________________<PAGE>
CUSIP No. 501321103 Page 3 of 11 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Phillip Horsley
###-##-####
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) /x/
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
___________________________________________________________________________
(5) SOLE VOTING POWER
0
________________________________________________
NUMBER OF SHARES (6) SHARED VOTING POWER
BENEFICIALLY OWNED BY 876,930
EACH REPORTING PERSON ________________________________________________
WITH (7) SOLE DISPOSITIVE POWER
0
________________________________________________
(8) SHARED DISPOSITIVE POWER
876,930
___________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,930
___________________________________________________________________________
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
___________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
___________________________________________________________________________
(12) TYPE OF REPORTING PERSON (See Instructions)
IN
___________________________________________________________________________<PAGE>
CUSIP No. 501321103 Page 4 of 11 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary L. Bridge
###-##-####
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) / /
(b) /x/
___________________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
___________________________________________________________________________
(5) SOLE VOTING POWER
0
________________________________________________
NUMBER OF SHARES (6) SHARED VOTING POWER
BENEFICIALLY OWNED BY 876,930
EACH REPORTING PERSON ________________________________________________
WITH (7) SOLE DISPOSITIVE POWER
0
________________________________________________
(8) SHARED DISPOSITIVE POWER
876,930
___________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,930
___________________________________________________________________________
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
___________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
___________________________________________________________________________
(12) TYPE OF REPORTING PERSON (See Instructions)
IN
___________________________________________________________________________<PAGE>
Page 5 of 11 Pages
ITEM 1.
(a) NAME OF ISSUER. Kurzweil Applied Intelligence, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
411 Waverly Oaks Road
Waltham, Massachusetts 02154
ITEM 2.
(a) NAME OF PERSON FILING.
This Schedule 13G Statement is filed on behalf of Horsley
Bridge Partners, Inc. ("HBP"), Phillip Horsley ("Horsley") and Gary L.
Bridge ("Bridge"). HBP, Horsley and Bridge are sometimes hereinafter
collectively referred to as the "Reporting Persons."
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
The principal business office of HBP, Horsley and Bridge is:
505 Montgomery Street
San Francisco, California 94111
(c) CITIZENSHIP.
HBP is organized in the State of Delaware.
Horsley and Bridge are each citizens of the U.S.A.
(d) TITLE OF CLASS OF SECURITIES.
Common Stock
(e) CUSIP NUMBER.
501321103
ITEM 3.
This Statement is being filed pursuant to Rules 13d-1(b) or
13d-2(b) and HBP is an investment adviser registered under section 203 of
the Investment Advisers Act of 1940.
Horsley and Bridge are the trustees of certain family trusts
which own all of the stock of HBP and are the directors of HBP and,
therefore, may be deemed to share the voting and dispositive power held by
Page 6 of 11 Pages
HBP. Horsley and Bridge are filing this joint Schedule 13G Statement along
with HBP in accordance with the Securities and Exchange Commission's
interpretive policy that individuals who control an entity which is
eligible to file reports on Schedule 13G pursuant to Rule 13d-1(b)(ii)(G)
may file a joint Schedule 13G with such Schedule 13G eligible entity,
provided that such individuals' holdings (exclusive of those held through
such entity) do not exceed 1% and a separate cover page is filed for each
such individual. See e.g. No-action letters issued to Edward C. Johnson
3d (available August 20, 1991) and Berkshire Hathaway, Incorporated
(available October 3, 1986). Horsley and Bridge do not beneficially own
any shares of the Common Stock of Kurzweil Applied Intelligence, Inc. other
than indirectly through HBP.
ITEM 4. OWNERSHIP.
With respect to HBP:
(a) Amount Beneficially Owned: 876,930
(b) Percent of Class: 9.6%
(c) Number of shares as to which such person has:
(i) sole power to vote
or to direct the vote: None
(ii) shared power to vote or
to direct the vote: 876,930
(iii) sole power to dispose or
to direct the disposition of: None
(iv) shared power to dispose or to
direct the disposition of: 876,930
With respect to Horsley and Bridge:
(a) Amount Beneficially Owned: 876,930
(b) Percent of Class: 9.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or
to direct the vote: None
(ii) shared power to vote or
to direct the vote: 876,930
<PAGE>
Page 7 of 11 Pages
(iii) sole power to dispose or
to direct the disposition of: None
(iv) shared power to dispose or
to direct the disposition of: 876,930
Effective on July 1, 1995, HBP and Xerox Corporation
("Xerox") entered into an Asset Management Agreement pursuant to which HBP
has been appointed by Xerox to act as investment manager with respect to
certain securities issued by Kurzweil Applied Intelligence, Inc. ("KAI")
which are owned by Xerox. As of July 31, 1996, Xerox owned (i) 823,787
shares of Common Stock of KAI ("Common Stock"), and (ii) warrants, which
were then exercisable, for the purchase of an additional 53,143 shares of
Common Stock. Pursuant to the terms of the Management Agreement, HBP has
power to vote or to direct the vote and to dispose or to direct the
disposition of Common Stock owned by Xerox and to be acquired by Xerox upon
exercise of the warrants described above. Horsley and Bridge are the
trustees of certain family trusts which own all of the stock of HBP and are
the directors of HBP.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Xerox has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
<PAGE>
Page 8 of 11 Pages
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
EXHIBIT A. Joint Filing Agreement Pursuant to Rule 13d-1(f)(1)(iii)
<PAGE>
Page 9 of 11 Pages
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.
Dated: August 7, 1996
HORSLEY BRIDGE PARTNERS, INC.
By: /s/ Phillip Horsley
Phillip Horsley
Its: President
/s/ Phillip Horsley
PHILLIP HORSLEY
/s/ Gary L. Bridge
GARY L. BRIDGE
<PAGE>
Page 10 of 11 Pages
EXHIBIT INDEX
EXHIBIT PAGE
Exhibit A Joint Filing Agreement Pursuant to
Rule 13d-1(f)(1)(iii) 11
Page 11 of 11 Pages
EXHIBIT A
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G
of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them.
HORSLEY BRIDGE PARTNERS, INC.
By: /s/ Phillip Horsley
Phillip Horsley
Its: President
/s/ Phillip Horsley
PHILLIP HORSLEY
/s/ Gary L. Bridge
GARY L. BRIDGE
