SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
KETEMA, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
492653100
(CUSIP Number)
David P. Steinmann
Secretary
American Securities Corporation
122 East 42nd Street
New York, New York 10168
(212) 476-8000
___________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 1994
(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Securities Corporation (ON BEHALF OF CERTAIN
CUSTOMERS)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
As set forth in response to ITEM 4 by each of the Reporting
Persons
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 838,943
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 838,943
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
838,943
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.22%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nina K. Rosenwald
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 56,702
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 345,958
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 56,702
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 345,958
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
402,660
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.89%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth R. Varet
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 91,890
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 411,006
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 91,890
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 411,006
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,896
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.46%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Varet
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 7,317
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 8,166
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 7,317
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 8,166
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,483
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.44%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alice R. Sigelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 34,357
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 378,483
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 34,357
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 378,483
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.17%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jesse Sigelman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 4,621
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 4,621
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,621
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.13%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Rosenwald
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 33,972
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 114,013
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 33,972
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 114,013
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,985
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.15%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Rosenwald Family Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF 7 SOLE VOTING POWER 111,884
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 111,884
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,884
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.15%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David P. Steinmann
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 29,968
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 151,262
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 29,968
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 151,262
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,230
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Catherine Steinmann
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 1,462
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 4,888
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,462
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 4,888
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,350
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.18%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabriel Steinmann
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 1,334
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,334
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,334
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Steinmann
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 1,334
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,334
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,334
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jennifer Steinmann
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 1,399
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,399
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,399
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J.G. Enterprises, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 2,962
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,962
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,962
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J.G. Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 1,925
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,925
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,925
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles D. Klein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 57,126
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 13,471
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 57,126
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 13,471
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,597
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.99%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jane Parsons Klein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 3,425
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 661
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 3,425
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 661
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,086
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.12%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Jane P. and Charles D. Klein Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 661
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 661
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander G. Anagnos
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 9,593
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 10,798
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 9,593
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 10,798
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,391
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.58%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Josephine G. Anagnos
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 16,097
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 16,097
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,097
5 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.46%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven Anagnos
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 3,104
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 3,104
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,104
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neil B. Goldstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 10,455
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 10,455
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,455
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.29%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael G. Fisch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 12,836
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 12,836
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.37%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lewis G. Cole
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(See ITEM 2) (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 1,200
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 309,157
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,200
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 309,157
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,157
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.53%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
This Amendment No. 13 amends and restates the Schedule
13D dated February 22, 1989, as heretofore amended (the
"Schedule 13D"), filed in respect of the Common Stock, par value
$1.00 per share, of Ketema, Inc., a Delaware corporation.
This Amendment is being filed to amend and restate
each Item of the Schedule 13D. The amendments relate primarily
to (i) the proposed merger transaction described in Item 4
(Purpose of Transaction) and (ii) the identity of the current
Reporting Persons who are the proponents of the proposed merger
transaction.
Item 1. Security and Issuer.
This Schedule relates to shares of Common Stock, par
value $1.00 per share (the "Common Stock"), of Ketema, Inc., a
Delaware corporation ("Ketema"), having its principal executive
offices at 501 S. Cherry Street, Suite 600, Denver, Colorado
80222.
Item 2. Identity and Background.
This Amendment is being filed by American Securities
Corporation (a New York corporation and a registered broker
dealer with a principal business address at 122 East 42nd
Street, New York, New York 10168) on behalf of the Reporting
Persons, all of whom are its customers. The Schedule 13D was
filed because the Reporting Persons may be deemed to constitute
a "group" for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").
The information provided herein with respect to each
Reporting Person has been provided solely by that Reporting
Person, and no Reporting Person is responsible for the accuracy
and completeness of the information included about any other
Reporting Person.
Schedule A hereto lists the name of each current
Reporting Person and the information required by Items 2(a), (b)
and (c) of Schedule 13D concerning the identity and background
of each Reporting Person and each executive officer and director
of each Reporting Person that is a corporation or foundation.
As shown on Schedule A, three of the Reporting Persons are
Directors of Ketema.
None of the Reporting Persons who is a natural person,
and none of the executive officers and directors of a Reporting
Person that is a corporation or foundation, has, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which the Reporting
Person or such executive officer or director 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.
All the individual Reporting Persons, and all
executive officers and directors of Reporting Persons that are
corporations or foundations, are United States citizens. Each
Reporting Person that is a corporation or foundation is
organized under the laws of the jurisdiction set forth below its
name on Schedule A.
Schedule A of the Schedule 13D as last amended is
hereby further amended (a) by adding thereto the following
persons as Reporting Persons: Joshua Steinmann; and Jennifer
Steinmann; and (b) by deleting therefrom the following persons
or entities as Reporting Persons: American Philanthropic
Foundation; Ametek Inc., Employees' Master Retirement Trust;
Anthony A. Sirna Foundation, Inc.; Anthony A. Sirna III; Barbara
McFadden Sirna; Harvey S. Davidson; Joel S. Hirschtritt; Ketema
Inc. Employees' Master Retirement Trust; Melvyn S. Kahan; and
Wallace Aptman. A complete Schedule A, as amended, is attached
hereto. The persons and entities which are being deleted are
being so deleted because they are not proponents of the merger
transaction referred to in Item 4 below and the Common Stock
beneficially owned by them (including any shares issuable upon
conversion of Ketema convertible debentures owned by them) will,
upon consummation of the proposed merger, be converted into the
right to receive the same cash merger consideration as all other
stockholders of Ketema entitled thereto.
Item 3. Source and Amount of Funds and Other Consideration.
Reference is made to the cash merger proposal described
in Item 4 below. The Reporting Persons anticipate that
approximately $38.5 million of financing, together with
Ketema's available cash and marketable securities, will be
sufficient to prepay Ketema's outstanding $45 million principal
amount of 11.12% Senior Notes due October 31, 2003 (the "Senior
Notes") held by certain institutional investors and to fund the
merger consideration contemplated by such proposal, related fees
and expenses and ongoing working capital needs. Based upon an
oral financing committment obtained by the Reporting Persons
from a bank, the Reporting Persons expect to be able to obtain
financing in that amount. Any committment letter issued for such
financing and accepted by the Reporting Persons will be filed by
amendment as an Exhibit to this Schedule 13D.
The currently outstanding shares of Common Stock
beneficially owned by the Reporting Persons were either (i)
received by them pursuant to the distribution by Ametek, Inc.
(the former parent of Ketema) to its stockholders of record as
of the close of business on November 30, 1988 of all the
outstanding shares of Common Stock in a spin-off transaction
(the "Distribution") or (ii) subsequently purchased in open
market and privately negotiated transactions. The Distribution
is described in the Prospectus/Information Statement, dated
November 30, 1988, included as part of Ketema's Registration
Statement on Form S-1 (Registration No. 33-23959) and filed as
Exhibit (28)a to Ketema's Registration Statement on Form 10
(Registration No. 1-10028), and, no consideration was paid for
the shares received in the Distribution.
Certain of the shares of Common Stock reported herein
as beneficially owned by certain of the Reporting Persons are
issuable to them upon conversion of Ketema 8% Convertible
Subordinated Debentures due 2003 (the "Debentures") which are
beneficially owned by such Reporting Persons. Such Debentures
were acquired in January and February 1989 by such Reporting
Persons as standby purchasers of a rights offering made by
Ketema to its stockholders (the "Rights Offering") and in
subsequent open market and privately negotiated transactions.
The source of funds for the Debentures consisted of personal
funds (or, in the case of the trusts of which Reporting Persons
are trustees or beneficiaries and the foundations, personal
funds of each such entity). No additional consideration is
required to be paid upon the conversion of Debentures into
shares of Common Stock (or Convertible Preferred Stock).
Item 4. Purpose of Transaction.
The shares of Common Stock and Debentures acquired by
the Reporting Persons in 1988 and 1989 pursuant to the
Distribution and the Rights Offering referred to under Item 3
above were acquired for investment. In Amendment No. 12 to the
Schedule 13D which was filed on October 21, 1993, Item 4
(Purpose of Transaction) was amended to read in its entirety as
follows:
"The Reporting Persons are currently
considering various options with regard to their
investment in the Company. The Reporting Persons
intend to consider a range of possibilities,
which may include initiating or responding to
proposals regarding (i) a merger or other
business combination or reorganization
transaction pursuant to which the Reporting
Persons or certain of them, together with current
members of senior management or certain of them,
would acquire the equity interests in the Company
not held by them, (ii) the sale of certain of the
Company's business units, (iii) the sale of the
Company as a whole or (iv) the sale of all or a
portion of the Reporting Persons' investment in
the Company. Hugh H. Williamson III, the
President and Chief Executive Officer of the
Company, has suggested that the Reporting Persons
consider a merger or business combination
transaction of the type referred to in clause (i)
above and has discussed the concept generally
with certain of the Reporting Persons. While the
Reporting Persons intend to explore such a
transaction with Mr. Williamson, at this time the
Reporting Persons have no agreement, arrangement
or understanding with him with respect thereto.
There can be no assurances that the Reporting
Persons' review of their options will result in
any proposal or that, if proposed, any such
transaction will occur. Notwithstanding the
foregoing, the Reporting Persons reserve the
right to sell or otherwise dispose of their
investment in the Company at any time or to
pursue options other than those listed above."
On April 28, 1994, KTM Holdings Corp., a Delaware
corporation organized on behalf of the Reporting Persons ("KTM
Holdings"), delivered a letter to the Board of Directors of
Ketema proposing that the Reporting Persons acquire all of the
outstanding Common Stock of Ketema not already owned by the
Reporting Persons at a price of $13.125 per share payable in
cash (the "Merger Consideration") through a merger of a wholly-
owned subsidiary of KTM Holdings into Ketema which would be the
surviving corporation and become a wholly-owned subsidiary of
KTM Holdings (the "Proposal"). The Proposal indicated that it
was subject to (i) the negotiation and execution of a definitive
merger agreement containing customary terms and conditions, (ii)
approval by the holders of a majority of the outstanding shares
of Common Stock, (iii) KTM Holdings reaching satisfactory
agreements with the institutional investors holding Ketema's
outstanding Senior Notes regarding the early retirement of the
Senior Notes, (iv) the receipt of any necessary government
approvals, (v) KTM Holdings reaching satisfactory arrangements
with Hugh H. Williamson, III regarding continuation of his
current operating duties as Chief Executive Officer of Ketema
and his exchange of the convertible debentures and options held
by him for an equity participation in KTM Holdings and (vi) the
funding of the working capital and term loans under the oral
financing commitment referred to in Item 3 above. The Proposal
also indicated that KTM Holdings anticipates that such loans,
together with the Company's cash balances and marketable
securities, will be sufficient to refinance Ketema's outstanding
Senior Notes, fund the Merger Consideration, pay transaction
expenses and provide for ongoing working capital
needs.
The foregoing summary of the Proposal is qualified in
its entirety by reference to the copy of such Proposal attached
hereto as Exhibit (1) and incorporated herein by reference.
If the proposed merger is not completed, the Reporting
Persons intend to reconsider their various options with regard
to their investment in Ketema in light of then existing
circumstances.
Item 5. Interest in Securities of the Issuer.
Set forth on Schedule B hereto is the aggregate number
of shares and percentage of outstanding Common Stock
beneficially owned by each Reporting Person (including shares
deemed to be beneficially owned by the Reporting Persons by
reason of their beneficial ownership of Debentures based upon
the current conversion price of the Debentures of $15.58 per
share), together with the information required by Item 5(b) of
Schedule 13D concerning the number of shares as to which there
is sole voting and dispositive power and the number of shares as
to which such power is shared. Except as set forth on Schedule
B, no executive officer or director of a Reporting Person that
is a corporation or foundation beneficially owns any shares of
Common Stock other than in such person's capacity as an
executive officer or a director of such Reporting Person.
During the past sixty (60) days, no person named in the table on
Schedule B and the footnotes thereto has effected any
transaction in shares of Common Stock or Debentures.
The 838,943 shares of Common Stock, constituting
approximately 21.22% of the outstanding shares after giving
effect to the conversion of Debentures, shown on Schedule B as
beneficially owned by Certain Customers of American Securities
Corporation represent the total beneficial ownership of shares
of all of the Reporting Persons listed on Schedule B. Such
total beneficial ownership eliminates the duplication of
ownership of shares where certain of the Reporting Persons share
voting and dispositive power over the same shares (see Notes 3
and 4 to the Schedule) by virtue of their positions as co-
trustees of certain trusts or officers or directors of certain
corporations and/or charitable foundations. Included in the
total beneficial ownership shown on Schedule B for Certain
Customers of American Securities Corporation and for certain of
the Reporting Persons are shares (a total of 31,024 shares,
including 22,528 shares issuable upon conversion of Debentures)
deemed to be beneficially owned by certain of the Reporting
Persons in their capacities as trustees of certain trusts or
officers or directors of charitable foundations which are not
proponents of the proposed merger; such shares will, upon
consummation of the proposed merger, be converted into the right
to receive the same cash Merger Consideration as all other
stockholders of Ketema entitled thereto.
In addition to the Reporting Persons, other customers
of American Securities Corporation beneficially own an aggregate
of approximately 196,237 shares of Common Stock (including
70,732 shares issuable upon conversion of Debentures
beneficially owned by them), constituting approximately 5.51% of
the outstanding shares after giving effect to the conversion of
such Debentures. Such other customers include the former
Reporting Persons who have been deleted from the Schedule 13D as
described in Item 2 above and other employees and business
associates of American Securities Corporation and its
affiliates. All of such shares will, upon consummation of the
proposed merger, be converted into the right to receive the same
cash Merger Consideration as all other stockholders of Ketema
entitled thereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the
Issuer.
Except for the understanding among the Reporting
Persons with respect to the Proposal as described in Item 4
above and the financing commitment referred to in Item 3 above,
the Reporting Persons have no contracts, arrangements,
understandings or relationships with respect to any securities
of Ketema, including but not limited to transfer or voting of
any of the securities of Ketema, finders' fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits,
divisions of profits or loss or the giving or withholding of
proxies.
The Reporting Persons are continuing to engage in
discussions with Mr. Williamson with regard to his continuation
as Chief Executive Officer of Ketema following the proposed
merger and his equity participation in KTM Holdings.
Item 7. Material to be filed as Exhibits.
Exhibit (1) - Letter from KTM Holdings Corp. to the
Board of Directors of Ketema dated
April 28, 1994.
<PAGE>
Schedule A
<TABLE>
<CAPTION>
Business or Present Principal
Name Residential Address Occupation/Employment
<S> <C> <C>
American Securities 24th Floor Investment Advisor
Corporation 122 East 42nd Street
(New York) New York, NY 10168
Nina K. Rosenwald 24th Floor Vice President
(Daughter of William 122 East 42nd Street and Director of
Rosenwald and sister New York, NY 10168 William Rosenwald
of Elizabeth R. Varet Family Fund
and Alice R. Sigelman)
Elizabeth R. Varet 24th Floor Vice President
(Wife of Michael A. 122 East 42nd Street and Director of
Varet, daughter of New York, NY 10168 William Rosenwald
William Rosenwald and Family Fund; Director
sister of Nina K. of Ketema, Inc. and
Rosenwald and Alice Ametek, Inc.
R. Sigelman)
Michael A. Varet Room 2400 Attorney
(Husband of 122 East 42nd Street
Elizabeth R. Varet) New York, NY 10168
Alice R. Sigelman 24th Floor Vice President
(Wife of Jesse 122 East 42nd Street and Director of
Sigelman, daughter New York, NY 10168 William Rosenwald
of William Rosenwald Family Fund
and sister of Nina K.
Rosenwald and Elizabeth
R. Varet)
Jesse Sigelman Room 2400 Ophthalmologist
(Husband of Alice 122 East 42nd Street
R. Sigelman) New York, NY 10168
William Rosenwald 24th Floor Investor; Director and
(Father of Nina K. 122 East 42nd Street Officer of American
Rosenwald, Alice New York, NY 10168 Philanthropic Foundation
R. Sigelman and and William Rosenwald
Elizabeth R. Varet) Family Fund
William Rosenwald 24th Floor Philanthropic
Family Fund 122 East 42nd Street Foundation
(Connecticut) New York, NY 10168
David P. Steinmann 24th Floor Administrator of WR
122 East 42nd Street Family Associates;
New York, NY 10168 Secretary of American
Securities Corporation, William
Rosenwald Family Fund and
American Philanthropic
Foundation; Executive Vice
President, Treasurer and
Secretary of Oak Hall Capital
Advisors, Inc.; Director of
Ametek, Inc.; Secretary and
Treasurer of Jane P. and
Charles D. Klein Foundation,
Inc. and President, Treasurer
and Director of J.J.G.
Foundation, Inc. and J.J.G.
Enterprises, Inc.
Catherine Steinmann 24th Floor Vice President, Secretary
(Wife of David 122 East 42nd Street and Director of J.J.G.
P. Steinmann) New York, NY 10168 Foundation, Inc. and J.J.G.
Enterprises, Inc.
Gabriel Steinmann 24th Floor Student
(Son) 122 East 42nd Street
New York, NY 10168
Joshua Steinmann 484 Litfield Place Student
(Son) Apt. E
Goleta, CA 93117
Jennifer Steinmann 24th Floor Student
(Daughter) 122 East 42nd Street
New York, NY 10168
J.J.G. Enterprises, 1185 Park Avenue Private Investment
Inc. (New York) New York, NY Corporation
B
J.J.G. Foundation, 24th Floor Philanthropic
Inc. (New York) 122 East 42nd Street Foundation
New York, NY 10168
Charles D. Klein 24th Floor Financial Advisor with WR
122 East 42nd Street Family Associates;
New York, NY 10168 Director of American Securities
Corporation, Ketema, Inc.,
Ametek, Inc. and Jane P. and
Charles Klein Foundation, Inc.
Jane P. Klein 24th Floor Director of Jane P. and
(Wife of Charles 122 East 42nd Street Charles D. Klein
D. Klein) New York, NY 10168 Foundation, Inc. and Investor
Jane P. and Charles D. 24th Floor Philanthropic Foundation
Klein Foundation, Inc. 122 East 42nd Street
New York, NY 10168
Alexander G. Anagnos 24th Floor Financial Advisor with
122 East 42nd Street WR Family Associates;
New York, NY 10168 Director of Ketema, Inc. and
Eastover Corp.; Director of Oak
Hall Capital Advisors, Inc. and
Treasurer and Director of the
Mary George Foundation, Inc.
Josephine Anagnos 24th Floor Investor and President of
(Wife of Alexander 122 East 42nd Street The Mary George Foundation,
G. Anagnos) New York, NY 10168 Inc.
Steven Anagnos 24th Floor Restaurant Owner and Vice
(Son) 122 East 42nd Street President and Director of
New York, NY 10168 The Mary George Foundation,
Inc.
Neil B. Goldstein 24th Floor Chief Executive
122 East 42nd Street Officer of American
New York, NY 10168 Securities Corporation
Michael G. Fisch 24th Floor Financial Advisor with
122 East 42nd Street WR Family Associates;
New York, NY 10168 Managing Director of American
Securities Corporation
Lewis G. Cole Stroock & Stroock Attorney and Director
& Lavan of Ametek, Inc., American
7 Hanover Square Philanthropic Foundation,
New York, NY 10004 William Rosenwald Family Fund
and Oak Hall Capital Advisors,
Inc.
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE B
<S> <C> <C> <C> <C> <C>
Name of Sole Voting and Shared Voting and Total Beneficial Percentage Aggregate
Reporting Person Dispositive Power Dispositive Power Ownership of Class Consideration Paid ($)
CERTAIN CUSTOMERS OF 0 376,170(1) 838,943 21.22 10,493,781.93
AMERICAN SECURITIES CORPORATION 462,773(2)
(ALL OF THE REPORTING PERSONS
LISTED BELOW)
Nina K. Rosenwald 24,460(1) 171,269(1)(3)(4) 402,660 10.89 5,044,847.61
32,242(2) 174,689(2)(3)(4)
Elizabeth R. Varet 35,900(1) 220,484(1)(3)(4) 502,896 13.6 5,923,389.14
55,990(2)(5) 190,522(2)(3)(4)
Michael A. Varet 0 400(1)(4) 15,483 .44 238,729.54
7,317(2)(5) 7,766(2)(4)
Alice R. Sigelman 10,160(1) 195,877(1)(3)(4) 412,840 11.17 4,949,406.66
24,197(2)(5) 182,606(2)(3)(4)
Jesse Sigelman 0 0 4,621 .13 72,946.00
4,621(2)(5) 0
William Rosenwald 19,210(1) 49,700(1)(3) 147,985 4.15 1,746,565.27
14,762(2) 64,313(2)(3)
William Rosenwald Family Fund 47,700(1) 0 111,884 3.15 1,485,541.29
64,184(2) 0
David P. Steinmann 10,200(1) 57,360(1)(3)(4) 181,230 5.03 2,455,307.65
19,768(2) 93,902(2)(3)(4)
Catherine Steinmann 500(1) 2,000(1)(3) 6,350 .18 88,024.69
962(2) 2,888(2)(3)
Gabriel Steinmann 500(1) 0 1,334 * 18,460.66
834(2) 0
Joshua Steinmann 500(1) 0 1,334 * 18,455.63
834(2) 0
page 35 of 44 pages
Jennifer Steinmann 500(1) 0 1,399 * 19,456.63
899(2) 0
J.J.G. Foundation, Inc. 0 0 1,925 * 30,405.50
1,925(2) 0
J.J.G. Enterprises, Inc. 2,000(1) 0 2,962 * 36,727.51
962(2) 0
Charles D. Klein 24,200(1) 2,560(1)(3)(4) 70,597 1.99 980,342.62
32,926(2) 10,911(2)(3)(4)
Jane P. Klein 1,500(1)(5) 20(1)(3) 4,086 .12 45,825.00
1,925(2) 641(2)(3)
The Jane P. and Charles D. Klein 20(1) 0 661 * 10,584.14
Foundation, Inc. 641(2) 0
Alexander G. Anagnos 800(1) 3,096(1)(4)(6) 20,391(6) .58 158,232.47
8,793(2) 7,702(2)(3)(4)
Josephine G. Anagnos 10,000 0 16,097 .46 226,420.00
6,097(2) 0
Steven Anagnos 1,500(1) 0 3,104 * 40,334.18
1,604(2) 0
Neil B. Goldstein 5,000(1) 0 10,455 .29 139,523.61
5,455(2) 0
Michael G. Fisch 0 0 12,836 .37 201,780.00
12,836(2)
Lewis G. Cole 1,200(1) 174,284(1)(4) 309,157 8.53 3,347,214.50
0 134,873(2)(4)
</TABLE>
<PAGE>
FOOTNOTES TO SCHEDULE B
* Less than one-tenth of 1%.
** Aggregate consideration paid is net of any amounts
received upon any sales.
(1) Shares of Common Stock presently owned.
(2) Shares of Common Stock which may be acquired upon
the conversion of Debentures.
(3) Includes shares beneficially owned as director
and/or officer of one or more corporations and/or foundations.
(4) Includes shares beneficially owned as co-trustee
and/or co-beneficiary of one or more trusts.
(5) Includes shares beneficially owned as custodian
for such person's minor child, children or grandchildren.
(6) Does not include 94,400 shares beneficially owned
by two employee benefit plans and a not-for-profit foundation in
respect of which Oak Hall Capital Advisors, Inc., of which such
person is a director and/or officer, is an investment manager.
<PAGE>
The undersigned hereby agrees that American Securities
Corporation has authority to sign and file Schedule 13D and
amendments thereto with respect to Ketema, Inc. common stock on
his/her behalf.
/s/ Jennifer Steinmann
Jennifer Steinmann
<PAGE>
The undersigned hereby agrees that American Securities
Corporation has authority to sign and file Schedule 13D and
amendments thereto with respect to Ketema, Inc. common stock on
his/her behalf.
/s/ Joshua Steinmann
Joshua Steinmann
<PAGE>
All of the Reporting Persons, except for Joshua
Steinmann and Jennifer Steinmann, have previously filed Powers
of Attorney authorizing American Securities Corporation to sign
and file Schedule 13D and amendments thereto with respect to
Ketema, Inc. common stock on his/her behalf.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
AMERICAN SECURITIES CORPORATION,
in its capacity as agent for the
Reporting Persons
By: /s/ David P. Steinmann
David P. Steinmann, Secretary
Exhibit (1)
KTM Holdings Corp.
c/o American Securities Corporation
122 East 42nd Street
New York, New York 10168
April 28, 1994
Board of Directors
Ketema, Inc.
One Cherry Center
501 Cherry Street
Denver, Colorado 80222
Attention: Special Committee
Dear Sirs:
As you know, certain persons and entities affiliated with
American Securities Corporation (the "Amseco Group") have been
considering various options with regard to their investment in
Ketema, Inc. (the "Company"). After careful deliberation, the
Amseco Group hereby proposes to acquire all of the outstanding
Common Stock of the Company not already owned by members of the
group (the "Acquisition") at a price of $13.125 per share,
payable in cash (the "Merger Consideration"). The Amseco Group
beneficially owns approximately 21.2% of the outstanding Common
Stock of the Company (including shares issuable upon conversion
of debentures held by them).
The Acquisition would be effected through a merger of a
wholly-owned subsidiary of KTM Holdings Corp. ("Buyer") into the
Company (the "Merger"). Buyer is a newly-formed Delaware
company created to effect the Acquisition. Upon consummation of
the Merger, the Company would become a wholly-owned subsidiary
of Buyer. The Company's currently outstanding 8% Convertible
Subordinated Debentures due 2003 which are not converted into
Common Stock or Convertible Preferred Stock prior to the Merger
would remain outstanding and, in accordance with their terms,
would thereafter be convertible solely into the right to receive
the cash Merger Consideration.
Buyer has obtained an oral commitment from a bank to
provide financing for purposes of the Acquisition. We
anticipate that such financing, together with the Company's cash
balances and marketable securities, will be sufficient to
refinance the Company's existing institutional indebtedness,
fund the Merger Consideration, pay transaction expenses and
provide for ongoing working capital needs.
Our proposal is subject only to (i) the negotiation and
execution of a definitive merger agreement containing terms and
conditions customary in transactions of this kind (including
customary representations, warranties, covenants and conditions)
(the "Merger Agreement"), (ii) approval by the holders of a
majority of the outstanding shares of the Company's Common
Stock, (iii) Buyer reaching satisfactory agreements with the
institutional investors holding the Company's outstanding $45
million principal amount of 11.12% Senior Notes due October 31,
2003 regarding the early retirement of such Notes, (iv) the
receipt of any necessary governmental approvals, (v) Buyer
reaching satisfactory arrangements with Hugh H. Williamson, III,
Chief Executive Officer of the Company, regarding continuation
of his current operating duties and the exchange of the
convertible debentures and options presently held by him for an
equity participation in Buyer and (vi) the funding of the
working capital and term loans pursuant to the financing
commitment. Our proposal is necessarily based on current market
conditions and our assessment of the Company's businesses and
assets as they exist today. We will have no obligation to the
Company or its shareholders with respect to this proposal unless
and until the Merger Agreement is executed. After such
execution, the only obligations will be those set forth in the
Merger Agreement.
We are prepared to submit a draft Merger Agreement and to
begin negotiating the Merger Agreement with the Special
Committee of the Board and its counsel and financial advisors.
We believe, based in part on the advice of our financial
advisors, that the Merger Consideration is fair to the public
shareholders of the Company. The Merger Consideration
represents premiums of 20% and 22% over the average closing
prices for the Company's Common Stock for the 10 trading day and
60 trading day periods, respectively, prior to October 21, 1993
when the Amseco Group filed an amendment to its Schedule 13D to
disclose its consideration of, among other things, a merger of
the type now proposed. The Merger Consideration also represents
a multiple of 39 times net income per share of $.34 for the
Company's fiscal year ended February 28, 1994.
We request that the Company's Board of Directors consider
the proposal as soon as possible. Our financial advisors, The
Bridgeford Group, and our legal advisors, Stroock & Stroock &
Lavan, are available to meet with the Special Committee and its
counsel and financial advisors to discuss and answer any
questions regarding our proposal. We look forward to a response
at your earliest convenience.
Very truly yours,
KTM HOLDINGS CORP.
By:/s/ Michael G. Fisch
