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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Kurzweil Applied Intelligence, Inc.
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(Name of Issuer)
Common Stock, $ .01 Par Value
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(Title of Class of Securities)
501321103
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(CUSIP Number)
Check the following box if a fee is being paid with this statement /X/. (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 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 1 of 12 Pages
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CUSIP No. 501321103 13G Page 2 of 12 Pages
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(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Special Situations Fund III, L.P. ("The Fund")
F13-3737427
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) /X/
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES (5) SOLE VOTING POWER
BENEFICIALLY 988,800
OWNED BY --------------------------------------------------
EACH REPORTING (6) SHARED VOTING POWER
PERSON WITH None
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(7) SOLE DISPOSITIVE POWER
988,800
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(8) SHARED DISPOSITIVE POWER
None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,800
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2
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(12) TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 12 Pages
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CUSIP No. 501321103 13G Page 3 of 12 Pages
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(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
MGP Advisers Limited Partnership ("MGP")
F13-3263120
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) /X/
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES (5) SOLE VOTING POWER
BENEFICIALLY None
OWNED BY --------------------------------------------------
EACH REPORTING (6) SHARED VOTING POWER
PERSON WITH None
--------------------------------------------------
(7) SOLE DISPOSITIVE POWER
988,800
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(8) SHARED DISPOSITIVE POWER
None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,800
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2
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(12) TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 12 Pages
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CUSIP No. 501321103 13G Page 4 of 12 Pages
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(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
AWM Investment Company, Inc. ("AWM")
11-3086452
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) /X/
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES (5) SOLE VOTING POWER
BENEFICIALLY 331,250
OWNED BY --------------------------------------------------
EACH REPORTING (6) SHARED VOTING POWER
PERSON WITH None
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(7) SOLE DISPOSITIVE POWER
1,320,050
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(8) SHARED DISPOSITIVE POWER
None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,050
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.3
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(12) TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 12 Pages
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CUSIP No. 501321103 13G Page 5 of 12 Pages
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(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Austin W. Marxe
###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) /X/
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES (5) SOLE VOTING POWER
BENEFICIALLY 331,250
OWNED BY --------------------------------------------------
EACH REPORTING (6) SHARED VOTING POWER
PERSON WITH 988,800
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(7) SOLE DISPOSITIVE POWER
1,320,050
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(8) SHARED DISPOSITIVE POWER
None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,050
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.3
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(12) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 12 Pages
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Page 6 of 12 Pages
Item 1.
(a) NAME OF ISSUER: Kurzweil Applied Intelligence, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
411 Waverly Oaks Road, Waltham, MA 02154
Item 2.
(a)-(c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS
OFFICE; AND PLACE OF ORGANIZATION: This statement is filed on behalf
of (i) Special Situations Fund III, L.P., a Delaware limited
partnership (the "Fund"), (ii) MGP Advisers Limited Partnership, a
Delaware Limited Partnership ("MGP"), (iii) AWM Investment Company,
Inc., a Delaware corporation ("AWM") and (iv) Austin W. Marxe. Each
of the foregoing is hereinafter individually referred to as a
"Reporting Person" and collectively as the "Reporting Persons." The
principal office and business address of the Reporting Persons is 153
East 53 Street, New York, New York 10022. The busines of the Fund is
to acquire, purchase, invest in, sell, convey, transfer, exchange and
otherwise trade in principally equity and equity related securities.
MGP is the general partner of and investment adviser to the Fund. MGP
is registered as a investment adviser under the Investment Advisers
Act of 1940, as amended. The principal business of MGP is to act as a
general partner of and investment adviser to the Fund. AWM, a
Delaware corporation primarily owned by Austin Marxe, serves as the
sole
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Page 7 of 12 Pages
general partner of MGP. AWM is a registered investment adviser under
the Investment Advisers Act of 1940 and also serves as the investment
adviser to, and general partner of, Special Situations Cayman Fund,
L.P., a limited partnership formed under the laws of the Cayman
Islands (the "Cayman Fund"). Austin W. Marxe is also the principal
limited partner of MGP and is the President and Chief Executive
Officer of AWM. Mr. Marxe is principally responsible for the
selection, acquisition and disposition of the portfolio securities by
AWM on behalf of MGP, the Fund and the Cayman Fund.
2(b) TITLE OF CLASS OF SECURITIES: See cover sheets.
2(c) CUSIP NUMBER: See cover sheets.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under section 15 of the Act
(b) ( ) Bank as defined in section 3(a) (6) of the Act
(c) ( ) Insurance Company as defined in section 3(a) (19) of the Act
(d) (x) Investment Company registered under section 8 of the Investment
Company Act
(e) (x) Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject
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Page 8 0f 12 Pages
to the provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund
(g) (x) Parent Holding Company, in accordance with $240.13d
-1 (b) (ii) (G)
(h) ( ) Group, in accordance with $240.13d-1 (b) (1) (ii) (H)
See Exhibit A attached hereto.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: 1,320,050 shares of Common Stock are
beneficially owned by Austin W. Marxe and AWM, of which 988,800 shares are owned
by the Fund and 331,250 are owned by the Cayman Fund. 988,800 shares of Common
Stock are beneficially owned by the Fund and MGP.
(b) PERCENT OF CLASS: 16.3 percent of the Common Stock is beneficially owned
by Austin Marxe and AWM. 12.2 percent of the Common Stock is beneficially owned
by MGP and the Fund.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS RIGHTS TO VOTE AND/OR DISPOSE
OF SECURITIES: The Fund has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of all securities reported hereby which are
beneficially owned by the Fund. MGP has the sole power to dispose or to direct
the disposition of all securities reported hereby which are beneficially owned
by MGP. AWM has the sole power to vote or to direct the vote of securities
reported hereby which are beneficially owned by AWM by virtue of it being the
Investment Adviser to the Special Situations
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Page 9 of 12 Pages
Cayman Fund, L.P.. AWM has the sole power to dispose or to direct the
disposition of all securites reported hereby which are beneficially owned by
AWM. Austin Marxe has the sole power to vote or to direct the vote of
securities reported hereby which are beneficially owned by Austin Marxe by
virtue of being the primary owner of and President and Chief Executive Officer
of AWM. Austin W. Marxe has shared power to vote or to direct the vote of all
shares beneficially owned by Austin Marxe by virtue of being an Individual
General Partner of the Fund. Austin W. Marxe has the sole power to dispose or
to direct the disposition of all securities reported hereby which are
beneficially owned by Austin Marxe.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is
being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more that five percent of the class of
securities, check the following ___.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The
Fund and the Cayman Fund as owners of the securities in question, have the right
to receive any dividends from, or proceeds from the sale of such securities.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY: See Exhibit A attached hereto.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not
applicable
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Page 10 of 12 Pages
Item 9. NOTICES OF DISSOLUTION OF GROUP: Not applicable.
Item 10. CERTIFICATION:
Each of the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were 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 purpose or effect.
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Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: JUNE 10, 1996
SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
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Austin W. Marxe
Individual General Parnter
MGP ADVISERS LIMITED PARTNERSHIP
By: AWM Investment Company, Inc.
By:/s/ Austin W. Marxe
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Austin W. Marxe
President and Chief Executive Officer
AWM INVESTMENT COMPANY, INC.
By:/s/ Austin W. Marxe
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Austin W. Marxe
President and Chief Executive Officer
/s/ Austin W. Marxe
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AUSTIN W. MARXE
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Page 12 of 12 Pages
EXHIBIT A
This Exhibit explains the relationship between the Reporting Persons. AWM
is the sole general partner of MGP, a registered investment adviser under the
Investment Advisers Act of 1940, as amended. MGP is a general partner of and
investment adviser to the Fund. AWM is a registered investment adviser under
the Investment Advisers Act of 1940 and also serves as the general partner of,
and investment adviser to, the Cayman Fund. Austin W. Marxe is the principal
owner and President of AWM.
