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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
Gary D. Engle, 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)
April 20, 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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CUSIP No. 8166 18 201 13D Page 2 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Gary D. Engle
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check 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 Shares (7) Sole Voting Power
Beneficially Owned 557,898
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
None
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(9) Sole Dispositive Power
557,898
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(10) Shared Dispositive Power
None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
557,898
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
32.3%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 8166 18 201 13D Page 3 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
AFG Hato Arrow Limited Partnership
I.R.S. I.D. No. 04-3144610
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
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(5) Check 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
Massachusetts
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Number of Shares (7) Sole Voting Power
Beneficially Owned 63,544
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
None
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(9) Sole Dispositive Power
63,544
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(10) Shared Dispositive Power
None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
63,544
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
3.7%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 8166 18 201 13D Page 4 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
AFG Dove Arrow Limited Partnership
I.R.S. I.D. No. 04-3140602
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
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(5) Check 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
Massachusetts
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Number of Shares (7) Sole Voting Power
Beneficially Owned 61,673
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
None
--------------------------------------------------
(9) Sole Dispositive Power
61,673
--------------------------------------------------
(10) Shared Dispositive Power
None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
61,673
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
3.6%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 8166 18 201 13D Page 5 of 12 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
AIP/Larkfield Limited Partnership
I.R.S. I.D. No. 04-3082082
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(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
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(5) Check 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
Massachusetts
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Number of Shares (7) Sole Voting Power
Beneficially Owned 73,483
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
None
--------------------------------------------------
(9) Sole Dispositive Power
73,483
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(10) Shared Dispositive Power
None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
73,483
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
4.2%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 8166 18 201 13D Page 6 of 12 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"), and amends a Schedule 13D filed in May, 1997, relating
the Common Stock of Semele, which was then named Banyan Strategic Land Fund II.
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 four reporting persons
(collectively, the "Reporting Persons," and individually, a "Reporting
Person"):
1. Gary D. Engle. Mr. Engle is Chairman and Chief Executive Officer of
Semele. Mr. Engle is also President and Chief Executive Office 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. Engle's
business address is 200 Nyala Farms, Westport, Connecticut 06880. Mr. Engle is a
U.S. citizen.
2. AFG Hato Arrow Limited Partnership ("Hato"), a Massachusetts limited
partnership. Hato is a special purpose limited partnership whose assets consist
solely of certain tangible leased assets. The sole general partner of Hato is
AFG Leasing VI Incorporated ("Leasing VI"), a Massachusetts corporation which
serves as a general partner of a number of limited partnerships. The principal
place of business and principal office of Hato and Leasing VI are located at 88
Broad Street, Boston Massachusetts 02110. The executive officers of Leasing VI
are Geoffrey A. MacDonald and James A. Coyne, and Mr. MacDonald is the sole
director of Leasing VI. Leasing VI is controlled by Gary D. Engle. Mr. Engle is
Chairman and Chief Executive Officer of Semele and President and Chief Executive
Officer of Equis, Mr. MacDonald is Chairman of Equis and Mr. Coyne is President
and Chief Operating Officer of Semele and Senior Vice President of Equis. Equis
is controlled by Mr. Engle. The business address of each of Mr. Engle and Mr.
Coyne is 200 Nyala Farms, Westport, Connecticut 06880. The business address for
each of Mr. MacDonald and Equis is 88 Broad Street, Boston, Massachusetts 02110.
Mr. Engle, Mr. MacDonald and Mr. Coyne are U.S. citizens.
3. AFG Dove Arrow Limited Partnership ("Dove"), a Massachusetts limited
partnership. Dove is a special purpose limited partnership whose assets consist
solely of certain tangible leased assets. The sole general partner of Dove is
Leasing VI. The principal place of business and principal office of Dove are
located at 88 Broad Street, Boston, Massachusetts 02110.
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CUSIP No. 8166 18 201 13D Page 7 of 12 Pages
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4. AIP/Larkfield Limited Partnership ("Larkfield"), a Massachusetts
limited partnership. Larkfield is a special purpose limited partnership whose
assets consist solely of certain tangible leased assets. The sole general
partner of Larkfield is AFG Leasing IV Incorporated ("Leasing IV"), a
Massachusetts corporation which serves as a general partner of a number of
limited partnerships. The principal place of business and principal office of
Larkfield and Leasing IV are located at 88 Broad Street, Boston Massachusetts
02110. The executive officers of Leasing IV are Mr. MacDonald and Mr. Coyne,
and Mr. Engle and Mr. MacDonald are the directors of Leasing IV. Leasing IV
is controlled by Mr. Engle.
During the last five years, none of the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any of the other persons named in this
Item 2 (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was 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. Engle as of April 20, 2000, acquired 287,300 shares of Common Stock
of Semele in exchange for 68 shares of the Voting Common Stock and 186 shares of
the Non-Voting Common Stock, each $.01 par value per share, of Equis II
Corporation, a Delaware corporation ("Equis II"). Mr. Engle's acquisition was
part of a larger transaction in which Semele on April 20, 2000, acquired from
the stockholders of Equis II the 15% of Equis II that Semele did not already own
in exchange for an aggregate of 510,000 shares of Semele Common Stock. The other
selling Equis II stockholders were Mr. Coyne and four trusts for the benefit of
Mr. Engle's children, of which Mr. Engle's brother serves as trustee.
Previously, on December 22, 1999, Semele had acquired 85% of Equis II
from the Equis II stockholders for approximately $19.6 million. Semele had an
option to acquire the remaining 15% of Equis II in exchange for 510,000 shares
of the Common Stock of Semele, which it could only exercise if the approval of
the stockholders of Semele for the payment in shares was obtained. Stockholder
approval was obtained on March 6, 2000. On April 19, 2000, the closing price of
a share of Semele Common Stock on the Nasdaq Small Cap Market was $4.625 per
share.
None of the 287,300 shares of Semele Common Stock acquired by Mr. Engle
was registered under the Securities Act of 1933.
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CUSIP No. 8166 18 201 13D Page 8 of 12 Pages
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ITEM 4. PURPOSE OF TRANSACTION
Mr. Engle 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. Engle agreed to the payment of the purchase price for 15% of
Equis II 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. Engle beneficially owns 557,898
shares of Semele Common Stock, representing approximately 32.3% of the
outstanding shares of Semele Common Stock, Hato beneficially owns 63,544 shares
of Semele Common Stock, representing approximately 3.7% of the outstanding
shares of Semele Common Stock, Dove beneficially owns 61,673 shares of Semele
Common Stock, representing approximately 3.6% of the outstanding shares of
Semele Common Stock, and Larkfield beneficially owns 73,483 shares of Semele
Common Stock, representing approximately 4.2% of the outstanding shares of
Semele Common Stock. The shares beneficially owned by Mr. Engle include 288,400
shares owned directly, 70,798 shares owned by the trustee of a rabbi trust for
the benefit of Mr. Engle, which represent salary deferred by Mr. Engle through
April 30, 2000, and the aggregate of 198,700 shares owned by Hato, Dove and
Larkfield, which Mr. Engle is deemed to beneficially own because he has
effective control over those partnerships. Mr. Engle disclaims beneficial
ownership of all the shares owned by Hato, Dove and Larkfield, except to the
extent that he has a pecuniary interest in such shares under Section 16(a) of
the Act. Hato disclaims beneficial ownership of the shares of Semele Common
Stock owned by Mr. Engle, Dove or Larkfield, Dove disclaims beneficial ownership
of the shares of Semele Common Stock owned by Mr. Engle, Hato or Larkfield and
Larkfield disclaims beneficial ownership of the shares of Semele Common Stock
owned by Mr. Engle, Hato or Dove.
Mr. Engle has the sole power to vote and dispose of, or to direct the
vote and disposition of, the 288,400 shares owned by him individually. Mr. Engle
has the sole power to vote or to direct the vote of the 70,798 shares owned by
the trustee of the rabbi trust, and no power to dispose of or to direct the
disposition of such shares. Because Mr. Engle has effective control over Hato,
Dove and Larkfield, he may be deemed to have the sole power to vote and dispose
of, or to direct the vote and disposition of, the 198,700 shares owned by those
partnerships. Each of Hato, Dove and Larkfield has the sole power to vote and
dispose of, or to direct the vote and disposition of, the shares of Semele
Common Stock owned by it.
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CUSIP No. 8166 18 201 13D Page 9 of 12 Pages
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There have been no transactions in Semele Common Stock by any
Reporting Person, or, to the best knowledge of the Reporting Persons, by any
of the other persons identified in Item 2 above, during the 60-day period
prior to the date of this statement, except as follows: On January 31, the
trustee of the rabbi trust for the benefit of Mr. Engle, which is also for
the benefit of Mr. Coyne, received from Semele 3,474 shares of Semele Common
Stock for the benefit of Mr. Engle and 3,474 shares of Semele Common Stock
for the benefit of Mr. Coyne, valued at $5.756 per share; on February 29,
2000, the trustee received 3,542 shares for the benefit of Mr. Engle and
3,542 shares for the benefit of Mr. Coyne, valued at $5.647 per share; on
March 31, 2000, the trustee received 3,563 shares for the benefit of Mr.
Engle and 3,563 shares for the benefit of Mr. Coyne, valued at $5.613 per
share; and on April 28, 2000, the trustee received 4,313 shares for the
benefit of Mr. Engle and 4,313 shares for the benefit of Mr. Coyne, value at
$4.638 per share. All these shares represent salary deferred by Messrs. Engle
and Coyne during 2000.
Except for the respective partners comprising each of Hato, Dove and
Larkfield and the trustee of the rabbi trust for the benefit of Mr. Engle, no
other person is known to have the right to receive or the power to direct the
receipt of dividends from, and, except for the respective partners comprising
each of Hato, Dove and Larkfield, 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 any Reporting Person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Of the shares beneficially owned by Mr. Engle, 70,798 shares are held
by the trustee of a rabbi trust for the benefit of Mr. Engle. These shares
represent Mr. Engle's salary from Semele, which he has elected to defer. Shares
in the rabbi trust attributable to Mr. Engle's salary are not subject to
forfeiture. Shares in the rabbi trust attributable to any bonus from Semele
deferred by Mr. Engle are forfeited and returned to Semele if Semele terminates
Mr. Engle's employment for cause. Shares held in the rabbi trust for the benefit
of Mr. Engle 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
1. Joint Filing Agreement dated May 15, 2000, among the Reporting
Persons.
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CUSIP No. 8166 18 201 13D Page 10 of 12 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.
May 15, 2000 /s/ Gary D. Engle
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Gary D. Engle
AFG HATO ARROW LIMITED PARTNERSHIP
By: AFG Leasing VI Incorporated, its General
Partner
May 15, 2000 By: /s/ James A. Coyne
-----------------------------------
James A. Coyne, Vice President
AFG DOVE ARROW LIMITED PARTNERSHIP
By: AFG Leasing VI Incorporated, its General
Partner
May 15, 2000 By: /s/ James A. Coyne
-----------------------------------
James A. Coyne, Vice President
AIP/LARKFIELD LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, its General
Partner
May 15, 2000 By: /s/ James A. Coyne
-----------------------------------
James A. Coyne, Vice President
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CUSIP No. 8166 18 201 13D Page 11 of 12 Pages
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EXHIBIT INDEX
EXHIBIT PAGE NUMBER
1. Joint Filing Agreement dated May 15, 2000, among the 12
Reporting Persons.
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CUSIP No. 8166 18 201 13D Page 12 of 12 Pages
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EXHIBIT 1
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JOINT FILING AGREEMENT
As required by Rule 13d-1(k) of the General Rules and Regulations under
the Securities Exchange Act of 1934, we hereby agree that the statement on
Schedule 13D to which this Agreement is an Exhibit is filed on behalf of each of
us.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of each
of us as of May 15, 2000.
/s/ Gary D. Engle
----------------------------------
Gary D. Engle
AFG HATO ARROW LIMITED PARTNERSHIP
By: AFG Leasing VI Incorporated, its General
Partner
By: /s/ James A. Coyne
------------------------------------
James A. Coyne, Vice President
AFG DOVE ARROW LIMITED PARTNERSHIP
By: AFG Leasing VI Incorporated, its General
Partner
By: /s/ James A. Coyne
------------------------------------
James A. Coyne, Vice President
AIP/LARKFIELD LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, its General
Partner
By: /s/ James A. Coyne
------------------------------------
James A. Coyne, Vice President
