UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Tremont Advisers, Inc.
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
894729201
(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)
Voluntary Filing
(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. 894729201
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
242,500
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
242,500
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,500
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)
8.65%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barbara G. Keeley; 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
20,000
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
20,000
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
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)
0.71%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JGJ Partnership.; Tax I.D. No: 36-3966526
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (Funds of JGJ Partnership)
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
19,714
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
19,714
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,714
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)
0.70%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kamco Limited Partnership No. 1; Tax I.D. No: 36-3528572
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (Funds of Kamco Limited Partnership No. 1)
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
65,712
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
65,712
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,712
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)
2.35%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
This Amendment No. 2 to Schedule 13D with regard to Tremont Advisers,
Inc. (the "Issuer") is being filed on behalf of the undersigned to amend
Items 2, 5 and 7 of the Schedule 13D which was originally filed on March
15, 1994 (the "Schedule 13D"). Except as expressly stated herein, there
have been no material changes in the information set forth in the Schedule
13D.
ITEM 2. Identity and Background.
(a) (i) Keeley Investment Corp. is no longer a reporting entity.
(ii) JGJ Partnership ("JGJ")
(b) 401 South LaSalle Street
Suite 1201
Chicago, Illinois 60605
(c) JGJ is an investment partnership. JGJ is organized under the
laws of Illinois.
(d) During the past five years, JGJ has not been convicted in a
criminal proceeding.
(e) During the past five years, JGJ has not been a party to a civil
proceeding 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 5. Interest in Securities of the Issuer.
Item 5 of the Schedule is hereby amended to report the following
information:
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 347,926 shares, representing 12.42% of
the 2,802,104 shares outstanding in the Issuer's most recently
filed Form 10-Q for the period ended May 8, 1998. The
Securities are beneficially owned as follows:
Shares of % of Class
Class B of Class B
Name Common Stock Common Stock
John L. Keeley, Jr. . . . . . . . 242,500 8.65%
Barbara G. Keeley . . . . . . . . 20,000 0.71%
JGJ Partnership . . . . . . . . . 19,714 0.70%
Kamco Limited Partnership No. 1 . 65,712 2.35%
------- -----
Total . . . . . . . . . 347,926 12.42%
======= =====
Mr. Keeley is deemed to have beneficial ownership of the Securities
beneficially owned by each of the foregoing persons. The 242,500 shares
reported as beneficially owned by Mr. Keeley include 35,000 shares held by
the Keeley Investment Corp. Profit Sharing Plan & Trust, for which Mr.
Keeley is Trustee, 35,000 are shares held by the Keeley Investment Corp.
Pension Plan & Trust for which Mr. Keeley is Trustee.
(b) (i) Number of such shares held by Mr. Keeley for which there is
sole power to vote or direct the vote: 242,500; shared
power to vote or direct the vote: 0; sole power to dispose
or direct the disposition: 242,500; shared power to
dispose or direct the disposition: 0.
(ii) Number of such shares held by Mrs. Keeley for which there
is sole power to vote or direct the vote: 20,000; shared
power to vote or direct the vote: 0; sole power to dispose
or direct the disposition: 20,000; shared power to dispose
or direct the disposition: 0.
(iii) Number of such shares held by JGJ for which there is sole
power to vote or direct the vote: 19,714; shared power to
vote or direct the vote: 0; sole power to dispose or
direct the disposition: 19,714; shared power to dispose or
direct the disposition: 0.
(iv) Number of such shares held by KLP for which there is sole
power to vote or direct the vote: 65,712; shared power to
vote or direct the vote: 0; sole power to dispose or
direct the disposition: 65,712 shared power to dispose or
direct the disposition: 0.
(c) Inapplicable.
(d) Inapplicable.
(e) Inapplicable.
ITEM 7. Material to Be Filed as Exhibits.
Exhibit 1 - Agreement to Make a Joint Filing.
<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 12th day of June, 1998.
/s/ John L. Keeley, Jr.
John L. Keeley, Jr.
/s/ Barbara G. Keeley
Barbara G. Keeley
JGJ PARTNERSHIP
By: /s/ John L. Keeley, Jr.
John L. Keeley, Jr., President
KAMCO LIMITED PARTNERSHIP NO. 1
By: /s/ John L. Keeley, Jr.
John L. Keeley, Jr., General Partner
EXHIBIT 1 TO SCHEDULE 13D
John L. Keeley, Jr., Barbara G. Keeley, JGJ Partnership and Kamco Limited
Partnership No. 1 agree that, unless differentiated, this Schedule 13D is
filed on behalf of each of the parties.
Date: June 12, 1998
Signature: /s/ John L. Keeley, Jr.
Name: John L. Keeley, Jr.
Date: June 12, 1998
Signature: /s/ Barbara G. Keeley
Name: Barbara G. Keeley
Date: June 12, 1998
JGJ PARTNERSHIP
Signature: /s/ John L. Keeley, Jr.
Name: John L. Keeley, Jr., General Partner
Date: June 12, 1998
KAMCO LIMITED PARTNERSHIP NO. 1
Signature: /s/ John L. Keeley, Jr.
Name: John L. Keeley, Jr., General Partner
