DAY RUNNER INC
SC 13G/A, 1997-02-20
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                       

                                 SCHEDULE 13G
                                       
                                       

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 1)*
                                            
                                       
                                       
                               DAY RUNNER, INC.     
                   -----------------------------------------
                               (Name of Issuer)
                                       
                                       
                                       
                                       
                                 COMMON STOCK       
                   -----------------------------------------
                        (Title of Class of Securities)
                                       
                                       
                                       
                                       
                                 239545106      
                   -----------------------------------------
                                (CUSIP Number)
                                       




     Check the following box if a fee is being paid with this statement  / /. 
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).





                               Page 1 of 9 pages
<PAGE>   2
CUSIP NO.   239545106                  13G                    PAGE 2 OF 9 PAGES
         ---------------------                                                  

  (1)     NAME OF REPORTING PERSON                 
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                
          KAIM NON-TRADITIONAL, L.P., 95-4486379
          RICHARD A. KAYNE, ###-##-####
          ---------------------------------------------------------------------

  (2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a)   [   ]
                                                                    (b)   [ X ]

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

  (3)     SEC USE ONLY

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

  (4)     CITIZENSHIP OR PLACE OF ORGANIZATION                      
          KAIM NON-TRADITIONAL, L.P., A CALIFORNIA LIMITED PARTNERSHIP
          RICHARD A. KAYNE, U.S. CITIZEN
          ---------------------------------------------------------------------

                       (5)     SOLE VOTING POWER                    
  NUMBER OF            N/A
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (6)     SHARED VOTING POWER                  
  OWNED BY             760,771
    EACH               --------------------------------------------------------
  REPORTING            (7)     SOLE DISPOSITIVE POWER               
 PERSON WITH           N/A
                       --------------------------------------------------------
                       (8)     SHARED DISPOSITIVE POWER             
                       760,771
                       --------------------------------------------------------

  (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         
          SEE ATTACHED
          ---------------------------------------------------------------------

 (10)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
          SHARES*                                                         [   ]

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

 (11)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9           
          11.99%
          ---------------------------------------------------------------------

 (12)     TYPE OF REPORTING PERSON*
          KAIM NON-TRADITIONAL, L.P. - IA
          RICHARD A. KAYNE - IN
          ---------------------------------------------------------------------
                      *SEE INSTRUCTION BEFORE FILLING OUT!



                               Page 2 of 9 pages

<PAGE>   3
        Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. Social Security
or I.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.

        Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.

                              GENERAL INSTRUCTIONS

        o  Statements containing the information required by this schedule shall
           be filed not later than February 14 following the calendar year
           covered by the statement or within the time specified in Rule
           13d-1(b)(2), if applicable.

        o  Information contained in a form which is required to be filed by
           rules under section 13(f)(15 U.S.C. 78m(f)) for the same calendar
           year as that covered by a statement on this schedule may be
           incorporated by reference in response to any of the items of this
           schedule. If such information is incorporated by reference in this
           schedule, copies of the relevant pages of such form shall be filed as
           an exhibit to this schedule.

        o  The item numbers and captions of the items shall be included but the
           text of the items is to be omitted. The answers to the items shall be
           so prepared as to indicate clearly the coverage of the items without
           referring to the text of the items. Answer every item. If an item is
           inapplicable or the answer is in the negative, so state.

ITEM 1.                                         SEE ATTACHMENT

        (a) Name of Issuer

        (b) Address of Issuer's Principal Executive Offices

ITEM 2.
        (a) Name of Person Filing

        (b) Address of Principal Business Office or, if none, Residence

        (c) Citizenship

        (d) Title of Class of Securities

        (e) CUSIP Number

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:

        (a) [ ] Broker or Dealer registered under Section 15 of the Act

        (b) [ ] Bank as defined in section 3(a)(6) of the Act

        (c) [ ] Insurance Company as defined in section 3(a)(19) of the act

        (d) [ ] Investment Company registered under section 8 of the Investment
                Company Act

        (e) [ ] Investment Adviser registered under section 203 of the 
                Investment Advisers Act of 1940

        (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
                provisions of the Employee Retirement Income Security Act of
                1974 or Endowment Fund; see sec. 240.13d-1(b)(1)(ii)(F)

        (g) [ ] Parent Holding Company, in accordance with 
                sec. 240.13d-1(b)(ii)(G) (Note: See Item 7)

        (h) [ ] Group, in accordance with 
                sec. 240.13d-1(b)(1)(ii)(H)

ITEM 4. OWNERSHIP

        If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to 
acquire.

        (a) Amount Beneficially Owned

        (b) Percent of Class



                               Page 3 of 9 pages



        
<PAGE>   4
        (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 of
                 (iv) shared power to dispose or to direct the disposition of

Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

        If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following / /.

Instruction: Dissolution of a group requires a response to this item.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

        If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

        If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

        If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each
member of the group.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

        Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

ITEM 10.  CERTIFICATION

        The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):

        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.

                                  SEE ATTACHED

                                   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.

                                                  FEBRUARY 19, 1997
                                        --------------------------------------
                                                        Date


                                          /s/
                                        --------------------------------------
                                                        Signature


                                            RICHARD A. KAYNE, PRESIDENT OF
                                                 THE GENERAL PARTNER
                                        --------------------------------------
                                                        Name/Title




                               Page 4 of 9 pages
<PAGE>   5


                                  United States
                       Securities and Exchange Commission

                                  Schedule 13G
                            Day Runner, Inc. (Issuer)
                           **************************


                                    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.




            February 19, 1997
- -----------------------------------------
                  Date


        /s/ RICHARD A. KAYNE
- -----------------------------------------
            Richard A. Kayne



KAIM NON-TRADITIONAL, L.P.

By:  Kayne Anderson Investment Management, Inc.


     By:  /s/ DAVID J. SHLADOVSKY   
          -------------------------------
           David J. Shladovsky, Secretary



                                  Page 5 of 9
<PAGE>   6



                                  United States
                       Securities and Exchange Commission

                                  Schedule 13G
*********************
<TABLE>
<S>              <C>                      <C>                                           <C>                                         
Item 1.         (a) Issuer:               Day Runner, Inc.
                (b)  Address:             2750 W. Moore Avenue
                                          Fullerton, CA  92633

Item 2.         (a) Filing Persons:       KAIM Non-Traditional, L.P.                    Richard A. Kayne
                (b)  Addresses:           1800 Avenue of the Stars, 2nd Floor           1800 Avenue of the Stars, 2nd Floor
                                          Los Angeles, CA  90067                        Los Angeles, CA  90067

                (c)  Citizenship:         KAIM Non-Traditional, L.P. is a California limited partnership
                                          Richard A. Kayne is a U.S. Citizen

                (d)  Title of Class
                     of Services:         Common Stock

                (e)  Cusip Number:        239545106

Item 3.         If this statement is filed pursuant to Rule 13d-1(b) or
                13d-2(b), check whether the person filing is a:

                (e) KAIM Non-Traditional, L.P. is an investment adviser registered under section 203 of the Investment Advisers
                    Act of 1940


Item 4.         Ownership

                (a)  Amount Beneficially Owned:

                         Four investment limited partnerships                                      610,971

                         Offshore investment corporation                                            20,800

                         Managed account (insurance company)                                       125,000

                         Managed account (employee benefit plan)                                     4,000
                                                                                                   -------

                                                                           TOTAL                   760,771


                (b) Percent of Class:                         11.99%

</TABLE>


                                  Page 6 of 9
<PAGE>   7



               JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)



This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and between the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.





               February 19, 1997
- -----------------------------------------------
                     Date

           /s/ RICHARD A. KAYNE      
- -----------------------------------------------
               Richard A. Kayne



KAIM NON-TRADITIONAL, L.P.

By:      Kayne Anderson Investment Management, Inc.


         By:   /s/ DAVID J. SHLADOVSKY
              ---------------------------------    
               David J. Shladovsky, Secretary



                                  Page 7 of 9
<PAGE>   8



                                  United States
                       Securities and Exchange Commission

                                  Schedule 13G
                                  (cover page)
                            Day Runner, Inc. (Issuer)
                           **************************


Box 9.     The reported shares are owned by seven investment accounts
           (including four investment limited partnerships, an offshore
           corporation, an insurance company and an employee benefit plan)
           managed, with discretion to purchase or sell securities by KAIM
           Non-Traditional, L.P., a registered investment adviser. KAIM
           Non-Traditional, L.P., is the sole or managing general partner of
           three of the limited partnerships and a co-general partner of the
           fourth. KAIM Non-Traditional, L.P. is the sole owner of the offshore
           corporation.

           Richard A. Kayne is the controlling  shareholder of the corporate 
           owner of Kayne, Anderson Investment Management, Inc., the sole
           general partner of KAIM Non-Traditional, L.P. Mr. Kayne is also the
           managing general partner of one of the limited partnerships and a
           limited partner of each of the limited partnerships. Mr. Kayne serves
           as trustee of the employee benefit plan account and is a director of
           the insurance company.

           KAIM  Non-Traditional,  L.P. disclaims beneficial  ownership of the 
           shares reported, except those shares attributable to it by virtue of
           its general partner interests in the limited partnerships and its
           indirect interest in the shares held by the offshore corporation. Mr.
           Kayne disclaims beneficial ownership of the shares reported, except
           those shares attributable to him by virtue of his limited and general
           partner interests in the limited partnerships and by virtue of his
           indirect interest in the interest of KAIM Non-Traditional, L.P. in
           the limited partnerships and the offshore corporation. Mr. Kayne
           disclaims beneficial ownership of all of the issuer's common stock
           held in the employee benefit plan of which Mr. Kayne is a trustee.



                                  Page 8 of 9
<PAGE>   9









                                   UNDERTAKING


The undersigned agree jointly to file the attached Statement of Beneficial
Ownership on Schedule 13G with the U.S. Securities Exchange Commission and Day
Runner, Inc.





Dated:  February 19, 1997



            /s/ RICHARD A. KAYNE
- -------------------------------------------------
                Richard A. Kayne



KAIM NON-TRADITIONAL, L.P.

By:      Kayne Anderson Investment Management, Inc.


         By:    /s/ DAVID J. SHLADOVSKY 
              -----------------------------------  
                 David J. Shladovsky, Secretary




                                  Page 9 of 9


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