DAY RUNNER INC
SC 13G/A, 1998-02-12
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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. 2)*
                                            
                                       

                                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 8


<PAGE>   2
CUSIP NO. 239545106
                                                                                

                                       13G
- --------------------------------------------------------------------------------
 1         NAME OF REPORTING PERSON
           S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           (A) KAIM NON-TRADITIONAL, L.P. - 95-4486379
           (B) 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

           (A) IS A CALIFORNIA LIMITED PARTNERSHIP
           (B) IS A U.S. CITIZEN
- --------------------------------------------------------------------------------

                                  5         SOLE VOTING POWER  
                                            (A) 0
                                            (B) 0
                                  ----------------------------------------------
                                  
          NUMBER OF               6         SHARED VOTING POWER
            SHARES                          (A) 667,771
         BENEFICIALLY                       (B) 667,771
           OWNED BY               ----------------------------------------------
             EACH
          REPORTING
            PERSON                7         SOLE DISPOSITIVE POWER
             WITH
                                            (A) 0
                                            (B) 0
                                  ----------------------------------------------

                                  8         SHARED DISPOSITIVE POWER

                                            (A) 667,771
                                            (B) 667,771
- --------------------------------------------------------------------------------
 9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                              
           (A) 667,771
           (B) 667,771
- --------------------------------------------------------------------------------
10         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

           
- --------------------------------------------------------------------------------
11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

           (A) 11.85%
           (B) 11.85%
- --------------------------------------------------------------------------------
12         TYPE OF REPORTING PERSON*

           (A) IA
           (B) IN
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTION BEFORE FILLING OUT!


                                  PAGE 2 OF 8


<PAGE>   3
         (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.


                                   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.

                      
                                     ------------------------------
                                                     Date
                     SEE ATTACHED

                                     ------------------------------
                                                  Signature

                                
                                     ------------------------------
                                                  Name/Title



                                  PAGE 3 OF 8


<PAGE>   4
                                  United States
                       Securities and Exchange Commission

                                  SCHEDULE 13G
                                 AMENDMENT NO. 2

                           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 10, 1998
- -------------------------------
           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 4 of 8


<PAGE>   5
                                  United States
                       Securities and Exchange Commission

                                  SCHEDULE 13G
                                 AMENDMENT NO. 2

*********************

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.
           (b)  Addresses:            1800 Avenue of the Stars, 2nd Floor
                                      Los Angeles, CA  90067

                                      Richard A. Kayne
                                      1800 Avenue of the Stars, 2nd Floor
                                      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      519,471

                         Managed accounts                          148,300
                                                                   -------
                                                        Total      667,771


           (b)  Percent of Class:        11.85%


                                  Page 5 of 8


<PAGE>   6
               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 10, 1998
- -------------------------------
            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 6 of 8


<PAGE>   7
                                 United States
                       Securities and Exchange Commission

                                  SCHEDULE 13G
                                AMENDMENT NO. 2
                                  (cover page)

                            Day Runner, Inc. (Issuer)
                           **************************


Box 9.   The reported shares are owned by eight investment accounts (including
         four investment limited partnerships, one insurance company, an
         employee benefit plan and an offshore corporation) 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. 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. KAIM
         Non-Traditional, L.P. is an investment manager of the offshore
         corporation. Mr. Kayne 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. Mr. Kayne
         disclaims beneficial ownership of the shares reported, except those
         shares held by him or 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.


                                  Page 7 of 8

<PAGE>   8
                                   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 10, 1998


 /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 8 of 8





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