UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Tremont Advisors, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
894729102
(CUSIP Number)
John L. Keeley, Jr., Keeley Investment Corp.
401 South LaSalle Street, Suite 1201, Chicago, Illinois 60605
(312) 786-5000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 10, 1996
(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>
CUSIP No.
894729102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John L. Keeley, Jr.; Social Security No: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
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) [_]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
81,590
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
81,590
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,590
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.35%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Keeley Investment Corp.; Tax I.D. No: 35-2891284
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
BD
<PAGE>
This Amendment No. 1 to the undersigned's Schedule 13D, which
was originally filed on February 25, 1994 (the "Schedule 13D") with regard
to Tremont Advisors, Inc. (the "Issuer") is being filed to amend Items 3,
4, 5 and 7 of the Schedule 13D. Except as expressly stated herein, there
have been no material changes in the information set forth in the Schedule
13D.
ITEM 1. Security and Issuer.
Title of Class of Securities
Class A Common Stock, no par value (the "Securities)
Address of Issuer's Principal Executive Offices:
Tremont Advisors, Inc.
Corporate Center at Rye
555 Theodore Fremd Avenue
Rye, New York 10580
ITEM 2. Identity and Background.
(a) (i) John L. Keeley, Jr. ("Mr. Keeley")
(ii) Keeley Investment Corp. ("KIC")
(b) (i-ii)
401 South LaSalle Street
Suite 1201
Chicago, Illinois 60605
(c) (i) Mr. Keeley is the President, Treasurer, a Director and the
sole shareholder of KIC.
(ii) KIC is a broker-dealer. KIC is organized under the laws of
Illinois.
(d) During the past five years, neither Mr. Keeley nor KIC, nor any
of its executive officers or directors, has been convicted in a
criminal proceeding.
(e) During the past five years, neither Mr. Keeley nor KIC, nor any
of its executive officers or directors, has been a party to a
civil proceedings as a result of which any such person is
subject to a judgment, decree or final order enjoining any such
person from or mandating activities subject to federal or state
securities laws, or finding any such person in violation of such
laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
The Securities reported by Mr. Keeley are held in margin
accounts.
ITEM 4. Purpose of Transaction.
The acquisition made by Mr. Keeley were made for investment
purposes and not for the purposes of acquiring control of
Tremont. Mr. Keeley and KIC may from time to time purchase
additional shares or sell these shares in the ordinary course of
business, as permitted by the federal securities laws.
Mr. Keeley is a member of the Board of Directors of Tremont and
as such is part of the management of Tremont. In his capacity
as a director of Tremont, he may suggest or consider changes in
the operations, management or capital structure of Tremont as a
means of enhancing shareholder values. Such suggestions or
considerations may relate to one or more of the transactions
specified in clauses (a) through (j) of Item 4 of the Schedule
13D form, including, without limitation, such matters as
disposing of one or more businesses, selling Tremont, or
acquiring another company or business, changing operating or
marketing strategies, adopting or not adopting, certain types of
anti-takeover measures and restructuring Tremont's
capitalization or dividend policy.
Other than as described above, neither Mr. Keeley nor KIC has
any present plans or proposals which relate to or would result
in any transaction, change or event specified in clauses (a)
through (j) of Item 4 of the Schedule 13D form.
ITEM 5. Interest in Securities of the Issuer.
This Amendment No. 1 to Schedule 13D is being filed to reflect a
change of ownership from KIC to Mr. Keeley.
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 81,590 shares, representing 6.35% of the
1,284,718 shares outstanding. The Securities are beneficially
owned as follows:
Shares of % of Class
Name Common Stock of Common Stock
John L. Keeley, Jr. 81,590 6.35%
Keeley Investment Corp.
As Principal . . . . . . . . -0- 0.00%
As Agent . . . . . . . . . . -0- 0.00%
------- -------
Total . . . . . . . . . -0- 0.00%
======= =======
To the best of our knowledge, none of the executive officers or
directors named in Exhibit 2 beneficially own any Securities.
(b) (i) Number of such shares held by Mr. Keeley for which there is
sole power to vote or direct the vote: 81,590; shared
power to vote or direct the vote: 0; sole power to dispose
or direct the disposition: 81,590; shared power to dispose
or direct the disposition: 0.
(ii) Number of such shares held by KIC for which there is sole
power to vote or direct the vote: 0 shared power to vote
or direct the vote: 0; sole power to dispose or direct the
disposition: 0; shared power to dispose or direct the
disposition: 0.
(c) A detailed description of transactions in Securities by Mr.
Keeley and KIC in the past sixty days, including prices, is set
forth in Exhibit 3.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Neither Mr. Keeley nor KIC are parties to any contract, arrangement,
understanding or relationship with respect to any Securities of
Tremont.
ITEM 7. Material to Be Filed as Exhibits.
Exhibit 1 - Agreement to Make a Joint Filing
Exhibit 2 - Keeley Investment Corp. Executive Officers and
Directors
Exhibit 3 - Transactions Effected During the Past Sixty Days
<PAGE>
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.
Dated this 20th day of May, 1996.
/s/ John L. Keeley, Jr.
John L. Keeley, Jr.
KEELEY INVESTMENT CORP.
By: /s/ John L. Keeley, Jr.
John L. Keeley, Jr., President
EXHIBIT 1 TO SCHEDULE 13D
John L. Keeley, Jr. and Keeley Investment Corp. agree that,
unless differentiated, this Amendment No. 1 to Schedule 13D is filed on
behalf of both of the parties.
Date: May 20, 1996
Signature: /s/ John L. Keeley, Jr.
Name: John L. Keeley, Jr.
Date: May 20, 1996
KEELEY INVESTMENT CORP.
Signature: By: /s/ John L. Keeley, Jr.
Name/Title: John L. Keeley, Jr., President
EXHIBIT 2 TO SCHEDULE 13D
Keeley Investment Corp.
Executive Officers and Directors
John L. Keeley, Jr. . . . . President and Director
Mary G. Filice . . . . . . Senior Vice President
Mark Zahorik . . . . . . . Vice President
Barbara G. Keeley . . . . . Secretary and Director
EXHIBIT 3 TO SCHEDULE 13D
The following purchases were made in over-the-counter
transactions on the NASDAQ by Keeley Investment Corp.
Reporting Person Number of Shares
Purchased Sold Price Date
John L. Keeley, Jr. . . . . 81,590 $1.00 May 10, 1996
Keeley Investment Corp. . . 81,590 $1.00 May 10, 1996
