LEHMAN BROTHERS HOLDINGS INC
SC 13G/A, 1995-01-10
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  Schedule 13G

                                 Amendment No.1

                   Under the Securities Exchange Act of 1934

                                  Ketema, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   492653100
                                 (CUSIP Number)

         Check the following box if a fee is being paid with this statement.
                                  (__)

         The information required in the remainder of this cover page (except
any items to which the form provides a cross- reference) shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
(the "Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.  
<PAGE>   2
- - - -------------------------------------------------------------------------------
                                   CUSIP No.
                                   49265310                                    
- - - --------------------------------------------------------------------------------
1)       Names of Reporting Person

                            Lehman Brothers Holdings Inc.
                  S.S. or I.R.S. Identification No. of Above Person
                                   13-3216325

- - - -------------------------------------------------------------------------------
2)       Check the Appropriate box if a Member of a Group

         (a)     (_X_) Sole
         (b)     (___) Joint Filing

- - - -------------------------------------------------------------------------------
3)       SEC Use Only



- - - -------------------------------------------------------------------------------
4)       Citizenship or Place of Organization

                                      Delaware

- - - -------------------------------------------------------------------------------
Number of Shares Beneficially
Owned by Each Reporting Person With:               5)  Sole Voting Power

                                                              0
- - - -
                                                   6)  Shared Voting Power

                                                              0

                                                   7)  Sole Dispositive Power

                                                              0

                                                   8)  Shared Dispositive Power

                                                              0
- - - -------------------------------------------------------------------------------
9)       Aggregate Amount Beneficially Owned by Each Reporting Person

                          0                                   
- - - -------------------------------------------------------------------------------
<PAGE>   3

10)      Check if the Aggregate Amount in Row (9) Excludes Certain Shares

         (___)                                                                

- - - -------------------------------------------------------------------------------
11)      Percent of Class Represented by Amount in Row 9

                          0%
- - - -------------------------------------------------------------------------------
                           
12)      Type of Reporting Person

                          HC/CO

- - - -------------------------------------------------------------------------------

<PAGE>   4
Item 1(a).       Name of Issuer:  Ketema, Inc.

Item 1(b).       Address of Issuer's Principal Executive Offices:

                       One Cherry Center
                       501 South Cherry Street
                       Suite 600
                       Denver, CO 80222

Item 2(a).       Name of Person Filing:

                       Lehman Brothers Holdings Inc.

Item 2(b).       Address of Principal Business Office:

                       3 World Financial Center
                       New York, NY  10285

Item 2(c).       Citizenship or Place of Organization:

                       See Item 4 of cover pages

Item 2(d).       Title of Class of Securities:

                       Common Stock
                       
Item 2(e).       CUSIP Number:

                       492653100
                       
Item 3.          Information if statement is filed pursuant to Rules 13d-1(b) 
                 or
                 13d-2(b):

                 The person filing this statement Lehman Brothers Holdings
                 Inc., a parent holding company in accordance with Section 
                 240.13d-1(b)(ii)(G).

Item 4.          Ownership

                 (a)      Amount Beneficially Owned as of: December 31, 1994:

                 (b)      Percent of Class:

                          See Item 11 of cover pages

                 (c)      Number of shares as to which such person has:

                          (i)     sole power to vote or to direct the vote

                          (ii)    shared power to vote or to direct the vote

                          (iii)   sole power to dispose or to direct the 
                                  disposition

                          (iv)    shared power to dispose or to direct the 
                                  disposition

                                   See Items 5-8 of cover pages
<PAGE>   5
Item 5.          Ownership of Five Percent or Less of a Class

                 This statement is being filed to report that as of
December 31, 1994 the Reporting Persons have ceased to be the beneficial 
owners of more than 5% of the class of securities covered by this report.

Item 6.          Ownership of More than Five Percent on Behalf of Another
                 Person

                          Not Applicable.

Item 7.          Identification and Classification of the Subsidiary which
                 Acquired the Security being reported on by the Parent 
                 Holding Company

                          Lehman Brothers Inc. is the relevant subsidiary.

Item 8.          Identification and Classification of Members of the Group

                          Not Applicable.

Item 9.          Notice of Dissolution of Group

                          Not Applicable.
<PAGE>   6
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.

         After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.



Dated:  December 31, 1994



                                             LEHMAN BROTHERS HOLDINGS INC.


                                             By:   /s/ Karen C. Manson
                                                   ----------------------------
                                                    Name:  Karen C. Manson
                                                    Title:  Vice President
                                                            Assistant Secretary
<PAGE>   7
                                    
                                                                  Attachment 1
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of
1934

Ketema, Inc.
(Name of Issuer)

Common
(Title of Class of Securities)

492653100000
(CUSIP Number)

Check the following box if a fee is being paid with this statement. 
( x )

The information required in the remainder of this cover page (except any items
to which the form provides a cross-reference) 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.
<PAGE>   8

CUSIP No.
492653100000


1)  Names of Reporting Person

Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person 13-
2518466


2)  Check the Appropriate box if a Member of a Group

(a)  (___) Sole
(b)  ( X ) Joint Filing


3)  SEC Use Only


4)  Citizenship or Place of Organization

Delaware

Number of Shares Beneficially Owned
by Each Reporting Person With:

         5)  Sole Voting Power
              178,600

         6)  Shared Voting Power
                 -0-

         7)  Sole Dispositive Power
                 178,600

         8)  Shared Dispositive Power
                 -0-

9)  Aggregate Amount Beneficially Owned by Each Reporting Person 178,600
<PAGE>   9

10)  Check if the Aggregate Amount in Row (9) Excludes Certain 
Shares     

(___)

11)  Percent of Class Represented by Amount in Row 9

         5.11%

12)  Type of Reporting Person

BD
<PAGE>   10

CUSIP No.
492653100000

1)  Names of Reporting Person

Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person 13-
3216325


2)  Check the Appropriate box if a Member of a Group

(a)  (___) Sole
(b)  ( X ) Joint Filing

3)  SEC Use Only

4)  Citizenship or Place of Organization
Delaware

Number of Shares Beneficially Owned
by Each Reporting Person With:

         5)  Sole Voting Power
                 178,600

         6)  Shared Voting Power
                 -0-

         7)  Sole Dispositive Power
                 178,600

         8)  Shared Dispositive Power
                 -0-

9)  Aggregate Amount Beneficially Owned by Each Reporting Person 
         178,600
<PAGE>   11

10)  Check if the Aggregate Amount in Row (9) Excludes Certain 

Shares

(___)

11)  Percent of Class Represented by Amount in Row 9

      5.11%

12)  Type of Reporting Person

HC/CO
<PAGE>   12

CUSIP No.
492653100000

1)  Names of Reporting Person

American Express Company
S.S. or I.R.S. Identification No. of Above Person 13-
4922250

2)  Check the Appropriate box if a Member of a Group

(a)  (___) Sole
(b)  ( X ) Joint Filing

3)  SEC Use Only

4)  Citizenship or Place of Organization
New York

Number of Shares Beneficially Owned
by Each Reporting Person With:

         5)  Sole Voting Power
              178,600

         6)  Shared Voting Power
              -0-

         7)  Sole Dispositive Power
              178,600

         8)  Shared Dispositive Power
              -0-

9)  Aggregate Amount Beneficially Owned by Each Reporting Person 
         178,600

10)  Check if the Aggregate Amount in Row (9) Excludes Certain 
         Shares
<PAGE>   13
(___)

11)  Percent of Class Represented by Amount in Row 9

  5.11%

12)  Type of Reporting Person

HC/CO
<PAGE>   14


Item 1(a).  Name of Issuer:  Ketema, Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:
  
     One Cherry Center
     501 South Cherry Street
     Suite 600
     Denver, CO 80222

Item 2(a).  Name of Person Filing:

Lehman Brothers Inc.
Lehman Brothers Holdings Inc.
American Express Company

Item 2(b).  Address of Principal Business Office:

3 World Financial Center

New York, NY  10285

Item 2(c).  Citizenship or Place of Organization:

See Item 4 of cover pages

Item 2(d).  Title of Class of Securities:

Common

Item 2(e).  CUSIP Number:

492653100000
Item 3.  Information if statement is filed pursuant to Rules 13d-1(b) or
13d-2(b): 


The persons filing this statement are Lehman Brothers Inc., a

Broker/Dealer registered under Section 15 of the Act, and Lehman Brothers

Holdings Inc. and American Express Company, parent holding companies in

accordance with Section 240.13d-1(b)(ii)(G).  

Item 4.  Ownership 

(a)  Amount Beneficially Owned as of:  December 31, 1993 

See Item 9 of cover pages 
(b)  Percent of Class:
<PAGE>   15

See Item 11 of cover pages

(c)  Number of shares as to which such person has: 

(i)  sole power to vote or to direct the vote (ii)  
shared power to vote or to direct the vote

(iii)  sole power to dispose or to direct the disposition 

(iv)  shared power to dispose or to direct the disposition 

See Items 5-8 of cover pages

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

Not Applicable.

Item     7.  Identification and Classification of the Subsidiary which
Acquired the Security being reported on by the Parent Holding Company

See Exhibit 1

Item     8.  Identification and Classification of Members of the Group

Not Applicable.

Item     9.  Notice of Dissolution of Group

Not Applicable.
<PAGE>   16

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.

After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
        

Dated:

LEHMAN BROTHERS INC.


By:  /s/ Karen C. Manson     
     ------------------------
Name:  Karen C. Manson
Title: Senior Vice President
Secretary


LEHMAN BROTHERS HOLDINGS INC.


By:  /s/ Karen C. Manson     
     ------------------------ 
Name:  Karen C. Manson
Title: Vice President
Assistant Secretary


AMERICAN EXPRESS COMPANY


By:  /s/ Karen C. Manson  
     ------------------------
Name:  Karen C. Manson
Title: Authorized Representative
<PAGE>   17

Exhibit Index


Exhibit I     Identification and Classification of Relevant
              Subsidiaries

Exhibit II    Statement of Lehman Brothers Inc.

Exhibit III   Statement of Lehman Brothers Holdings Inc.

Exhibit IV    Statement of American Express Company

<PAGE>   1

EXHIBIT I
TO SCHEDULE 13G



The persons filing this statement are Lehman Brothers Inc., a 
registered Broker/Dealer and Lehman Brothers Holdings Inc. and 
American Express Company, parent holding companies.  The relevant 
subsidiary is Lehman Brothers Inc.

<PAGE>   1

EXHIBIT II
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934



Pursuant to Rule 13d-1(f) (1) Lehman Brothers Inc., 
affirms it is individually eligible to use Schedule 13G and agrees that this 
Schedule is filed on its behalf.


Lehman Brothers Inc.


By: /s/ Karen C. Manson 
- - - ---------------------------- 
Name:  Karen C. Manson
Title: Senior Vice President
Secretary

<PAGE>   1
EXHIBIT III
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934



Pursuant to Rule 13d-1(f) (1) Lehman Brothers Inc., affirms it is 
individually eligible to use Schedule 13G and agrees that this
Schedule is filed on its behalf.


Lehman Brothers Holdings Inc.


By: /s/ Karen C. Manson      
    ------------------------- 
Name:  Karen C. Manson
Title: Vice President
Secretary

<PAGE>   1

EXHIBIT IV
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934



American Express Company, 3 World Financial Center, New York, New York
disclaims beneficial ownership of the securities referred to in the Schedule
13G to which this exhibit is attached, and the filing of this Schedule 13G
shall not be construed as an admission that American Express Company is, for
the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
the beneficial owner of any securities covered by this Schedule 13G.

Pursuant to Rule 13d-1(f)(1) and subject to the preceding disclaimer, American
Express Company affirms it is individually eligible to use Schedule 13G and
agrees that this Schedule is filed on its behalf, and authorizes the President,
any Vice President, the Comptroller, the Secretary, and the General Counsel or
any Associate General Counsel, each with power to act singly, of each
subsidiary of American Express Company making this filing to sign this
statement on behalf of American Express Company.


AMERICAN EXPRESS COMPANY


By:  /s/ Stephen P. Norman      
     ------------------------
Name:  Stephen P. Norman
Title: Secretary


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