SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
information to be included in statements filed pursuant
to rules 13d-1(a) and amendments thereto filed
pursuant to rule 13d-2(a)
(Amendment No. __) (1)
Tremont Advisers, Inc.
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
894729201
(CUSIP Number)
Sandra L. Manzke
c/o Tremont Advisers, Inc.
555 Fremd Avenue
Rye, New York 10580
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
- with copies to -
Stephen Rosenberg, Esq.
Tannenbaum Helpern Syracuse & Hirschtritt
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
August 18, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. _
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
(1) 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 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 5 Pages
<PAGE>
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| CUSIP NO. 89472901 | 13D | Page 2 of 5 Pages |
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sandra L. Manzke
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Inapplicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- - ------------------------------------------------------------------------------
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 712,470
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY | | 0
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 712,470
PERSON WITH | 10 | SHARED DISPOSITIVE POWER
| | 0
- - ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
712,470
- - ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
Inapplicable
- - ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.62%
- - ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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| CUSIP NO. 89472901 | 13D | Page 3 of 5 Pages |
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ITEM 1 Security and Issuer
Title of Class of Securities
Class B common stock $.01 par value per share (the "Shares")
Name and Address of Issuer
Tremont Advisers, Inc. ("Tremont" or the "Issuer")
555 Theodore Fremd Avenue
Rye, New York 10580
ITEM 2 Identity and Background
(a) Sandra L. Manzke ("Ms. Manzke")
(b) c/o Tremont Advisers, Inc.
555 Theodore Fremd Avenue
Rye, New York 10580
(c) Ms. Manzke is the Chief Executive Officer and the Chairman of
the Board of Directors of the Issuer whose address is set
forth in Item 1 above.
(d) During the past five years Ms. Manzke has not been convicted
in a criminal proceeding.
(e) During the past five years Ms. Manzke has not been a party to
a civil proceeding as a result of which she is subject to a
judgment, decree or final order enjoining her from or
mandating activities subject to federal or state securities
laws, or finding her in violation of such laws.
(f) United States
ITEM 3 Source and Amount of Funds or Other Consideration
Of the 712,470 Shares owned by Ms. Manzke,:
- 376,693 were acquired from the Company in connection with the
Company's acquisition of Ms. Manzke's stock in Tremont
Partners, Inc.
- 62,527 Shares were purchased by Ms. Manzke using personal
funds.
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| CUSIP NO. 89472901 | 13D | Page 4 of 5 Pages |
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- 43,750 Shares are subject to currently exercisable stock
options granted to Ms. Manzke by the Company.
- The balance, 229,500 Shares, are issuable upon conversion of
the Company's Series A Common Stock on a one to one basis. Ms.
Manzke acquired the Series A Common Stock using personal
funds.
ITEM 4 Purpose of Transaction
The purpose of the transactions reported by this Schedule D is investment in the
securities of the Issuer. Ms. Manzke is the Chief Executive Officer and the
Chairman of the Board of Directors of the Issuer and, as such, is eligible to be
granted options to purchase additional shares of the Issuer's Class B Common
Stock under its 1998 Stock Option Plan. Other than as described above, Ms.
Manzke does not have any plans or proposals, which would result in any of the
following:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any vacancies on the
board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an interdealer quotation system of
a registered national securities association;
(i) causing a class of securities of the Issuer to become eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
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| CUSIP NO. 89472901 | 13D | Page 5 of 5 Pages |
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(j) any action similar to any of those enumerated above.
ITEM 5 Interest in Securities of the Issuer
(a)-(b) As of the date of this Schedule 13-D, Ms. Manzke owns
712,470 shares of the Issuer's Class B Common Stock,
representing approximately 12.62% of the Issuer's Class B
Common Stock outstanding as of July 30, 1999 (based upon
information obtained from the Issuer's latest Form 10-QSB).
(c) On the below listed dates Ms. Manzke sold shares of the
Company's Class B Common Stock for indicated per share
purchase price in broker transactions on the OTC Bulletin
Board:
- June 18,1999, 700 shares for $11 per share;
- July 13, 1999, 1,300 shares for $11 per share;
- July 30, 1999, 1,200 shares for $11 per share; and
- August 2,1999, 13,000 shares for $11 per share.
In addition, on June 21, 1999, Ms. Manzke gifted 800 shares with
a market value of $10 per share.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6 Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer
None.
ITEM 7 Material to Be Filed as Exhibits
None.
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.
August 24, 1999
______________________________
(Dated)
/s/ Sandra L. Manzke
______________________________
(Signature)
______________________________
(Title)
