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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Semele Group Inc.
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(Name of Issuer)
Common Stock, $.10 par value per share
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(Title of Class of Securities)
8166 18 201
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(CUSIP Number)
James A. Coyne, Executive Vice President, Equis Financial Group
200 Nyala Farms, Westport, Connecticut 06880
(203) 341-0555
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 2, 2000
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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 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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SCHEDULE 13D
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CUSIP No. 8166 18 201 Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James A. Coyne
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7. SOLE VOTING POWER
SHARES 491,284
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING 414,225
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PERSON 10. SHARED DISPOSITIVE POWER
WITH None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,284
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
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14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No. 8166 18 201 Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock, $.10 par
value per share (the "Common Stock"), of Semele Group Inc., a Delaware
corporation ("Semele"). The principal executive offices of Semele are located at
200 Nyala Farms, Westport, Connecticut 06880.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by the following reporting person (the
"Reporting Person"):
James A. Coyne. Mr. Coyne is President and Chief Operating Officer of
Semele. Mr. Coyne is also Executive Vice President/Capital Markets of Equis
Corporation, the general partner of Equis Financial Group Limited Partnership, a
Massachusetts limited partnership ("Equis"). Equis is engaged primarily in the
business of managing leased assets and funds holding leased assets. Mr. Coyne's
business address is 200 Nyala Farms, Westport, Connecticut 06880. Mr. Coyne is a
U.S. citizen.
During the last five years, the Reporting Person was not (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Coyne as of November 2, 2000, acquired 239,525 shares of Common
Stock of Semele in payment of $1,245,532 of principal and accrued interest owed
to Mr. Coyne under the terms of a promissory note issued to Mr. Coyne on
December 22, 1999, in connection with the acquisition by Semele on that date of
85% of the outstanding capital stock of Equis II Corporation ("Equis II") for
approximately $19.6 million. The other selling Equis II stockholders were Gary
D. Engle, Chairman and Chief Executive Officer of Semele and President and Chief
Executive Officer of Equis, and four trusts for the benefit of Mr. Engle's
children, of which Mr. Engle's brother serves as trustee.
Semele and the former Equis II stockholders agreed that the installment
of the purchase price of $3,600,000 in the aggregate that was due on May 31,
2000, plus accrued interest of $99,600 in the aggregate through August 31, 2000,
be paid in 711,462 shares of Semele Common Stock valued at $5.20 per share, if
stockholder approval for the payment in shares was obtained. Stockholder
approval was obtained on November 2, 2000. On October 31, 2000, the closing
price of a share of Semele Common Stock on the Nasdaq Small Cap Market was $4.00
per share.
None of the 239,525 shares of Semele Common Stock acquired by Mr. Coyne
was registered under the Securities Act of 1933.
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SCHEDULE 13D
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CUSIP No. 8166 18 201 Page 4 of 6 Pages
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ITEM 4. PURPOSE OF TRANSACTION
Mr. Coyne acquired the shares of Semele Common Stock in connection with
Semele's acquisition of Equis II, the purpose of which was to provide Semele
with access to additional capital, to diversify Semele's asset base and to
provide it with a larger asset base over which it could amortize its fixed
costs. Mr. Coyne agreed to the payment of the May 31, 2000, installment of the
purchase price plus accrued interest through August 31, 2000, in Semele Common
Stock because he believes the Common Stock to be an attractive investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of this statement, Mr. Coyne beneficially owns 491,284
shares of Semele Common Stock, representing approximately 20.0% of the
outstanding shares of Semele Common Stock. The shares beneficially owned by Mr.
Coyne include 414,225 shares owned directly and 77,059 shares owned by the
trustee of a rabbi trust for the benefit of Mr. Coyne, which represent salary
deferred by Mr. Coyne through October 31, 2000.
Mr. Coyne has the sole power to vote and dispose of, or to direct the
vote and disposition of, the 414,225 shares owned by him individually. Mr. Coyne
has the sole power to vote or to direct the vote of the 77,059 shares owned by
the trustee of the rabbi trust, and no power to dispose of or to direct the
disposition of such shares.
There have been no transactions in Semele Common Stock by the Reporting
Person during the 60-day period prior to the date of this statement, except as
follows: On May 31, the trustee of the rabbi trust for the benefit of Mr. Coyne
received from Semele 2,272 shares of Semele Common Stock for the benefit of Mr.
Coyne, valued at $4.40 per share; on June 30, 2000, the trustee received 2,229
shares for the benefit of Mr. Coyne, valued at $4.4875 per share; on July 31,
2000, the trustee received 2,285 shares for the benefit of Mr. Coyne, valued at
$4.375 per share; on August 31, 2000, the trustee received 2,273 shares for the
benefit of Mr. Coyne, valued at $4.40 per share; on September 30, 2000, the
trustee received 2,282 shares for the benefit of Mr. Coyne, valued at $4.3818
per share; and on October 31, 2000, the trustee received 2,367 shares for the
benefit of Mr. Coyne, valued at $4.225 per share. All these shares represent
salary deferred by Mr. Coyne during 2000.
Except for the trustee of the rabbi trust for the benefit of Mr. Coyne,
no other person is known to have the right to receive or the power to direct the
receipt of dividends from, and no other person is known to have the right to
receive or the power to direct the receipt of the proceeds from the sale of, the
Semele Common Stock owned by the Reporting Person.
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SCHEDULE 13D
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CUSIP No. 8166 18 201 Page 5 of 6 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Of the shares beneficially owned by Mr. Coyne, 77,059 shares are held
by the trustee of a rabbi trust for the benefit of Mr. Coyne. These shares
represent Mr. Coyne's salary from Semele, which he has elected to defer. Shares
in the rabbi trust attributable to Mr. Coyne's salary are not subject to
forfeiture. Shares in the rabbi trust attributable to any bonus from Semele
deferred by Mr. Coyne are forfeited and returned to Semele if Semele terminates
Mr. Coyne's employment for cause. Shares held in the rabbi trust for the benefit
of Mr. Coyne will be distributed to him on termination of employment, except
that if Semele Common Stock is not then readily tradeable, Semele will redeem
the shares in installments within three years at fair market value.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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SCHEDULE 13D
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CUSIP No. 8166 18 201 Page 6 of 6 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, complete and
correct.
November 20, 2000 /s/ James A. Coyne
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James A. Coyne
