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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: September 30, 1988
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
GLACIER WATER SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
376395109
----------------------
(CUSIP Number)
ALVIN J. PORTNOY, 1800 AVENUE OF THE STARS, 2ND FLOOR
LOS ANGELES, CA 90067 / (310) 556-2721
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 27, 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 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
<PAGE>
SCHEDULE 13D
- -------------------- -----------------
CUSIP No. 376395109 Page 1 of 2 Pages
- -------------------- -----------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD A. KAYNE, ###-##-####
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
RICHARD A. KAYNE - 00
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
RICHARD A. KAYNE - U.S. CITIZEN
- -------- -----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 110,000
BENEFICIALLY ------ -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,105,655
REPORTING ------ -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 110,000
------ -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,105,655
- ---------------- ------ -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,215,655
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
RICHARD A. KAYNE - IN
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
- -------------------- -----------------
CUSIP No. 376395109 Page 2 of 2 Pages
- -------------------- -----------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KAIM NON-TRADITIONAL, L.P., 95-4486379
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
KAIM NON-TRADITIONAL, L.P. - 00
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
KAIM NON-TRADITIONAL, A CALIFORNIA LIMITED PARTNERSHIP
- -------- -----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY ------ -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,105,655
REPORTING ------ -----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH N/A
------ -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,105,655
- ---------------- ------ -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,105,655
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.3%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
KAIM NON-TRADITIONAL, L.P. - IA
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer
Common Stock, with $0.01 Par Value.
Glacier Water Services, Inc.
2261 Cosmos Court
Carlsbad, CA 92009
Item 2. Identity and Background
a. Richard A. Kayne
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
Mr. Kayne is a U.S. Citizen
Principal occupation:
President, Chief Executive Officer and Director of KA Associates,
Inc.(KA), a registered broker/dealer, and Kayne, Anderson Investment
Management, Inc., the General Partner of KAIM Non-Traditional,
L.P.(KAIM) a registered investment adviser under the Investment
Advisers Act of 1940. KA and KAIM's principal business address is 1800
Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067.
During the past five years, Mr. Kayne and KA Associates, Inc. have not
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
b. Kayne, Anderson Investment Management, Inc.
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
Principal Occupation: General Partner of two investment
advisors registered under
the Investment Advisors Act
During the past five years, Kayne, Anderson Investment Management, Inc.
has not been convicted in a criminal proceeding nor has it been a party
to a civil proceeding of a judicial or administrative body or the
subject of any judgements, decrees or final orders from the regulatory
bodies.
<PAGE>
The officers are as follows:
John E. Anderson - Director
Richard A. Kayne - Director, C.E.O. and President
Alvin J. Portnoy - Executive Vice President
William T. Miller - Chief Financial Officer
John E. Anderson
1800 Avenue of the Stars, Suite 1400
Los Angeles, CA 90067
Mr. Anderson is a U.S. Citizen
Principal occupation:
Chairman of Topa Equities, Ltd., a diversified investment company. Topa
Equities principal business address is 1800 Avenue of the Stars, #1400,
Los Angeles, CA 90067. Mr. Anderson is also Director of KA Associates,
Inc. (KA), a registered broker/dealer, and Kayne, Anderson Investment
Management, Inc., the General Partner of KAIM Non-Traditional, L.P.
(KAIM), a registered investment adviser under the Investment Advisers
Act of 1940. KA and KAIM's principal business address is 1800 Avenue of
the Stars, 2nd Floor, Los Angeles, CA 90067.
During the past five years, Mr. Anderson has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
Richard A. Kayne (see Item 2(a) above.)
Alvin J. Portnoy
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
Mr. Portnoy is a U.S. Citizen
Corporate Secretary of KA Associates, Inc.(KA), a registered
broker/dealer, and Executive Vice President of Kayne, Anderson
Investment Management, Inc., the General Partner of KAIM
Non-Traditional, L.P. (KAIM), a registered investment adviser under the
Investment Advisers Act of 1940. KA and KAIM's principal business
address is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067.
During the past five years, Mr. Portnoy has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
<PAGE>
William T. Miller
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
Mr. Miller is a U.S. Citizen
Chief Financial Officer of KA Associates, Inc.(KA), a registered
broker/dealer, and Kayne, Anderson Investment Management, Inc., the
General Partner of KAIM Non-Traditional, L.P. (KAIM), a registered
investment adviser under the Investment Advisers Act of 1940. KA and
KAIM's principal business address is 1800 Avenue of the Stars, 2nd
Floor, Los Angeles, CA 90067.
During the past five years, Mr. Miller has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
c. KAIM Non-Traditional, L.P.
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
Principal Occupation: A Registered Investment Advisor
under the Investment Advisors Act
During the past five years, KAIM Non-Traditional, L.P. has not been
convicted in a criminal proceeding nor has it been a party to a civil
proceeding of a judicial or administrative body or the subject of any
judgments, decrees or final orders from the regulatory bodies.
d. Arbco Associates, L.P.
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
Organized as a California Limited Partnership.
e. Offense Group Associates, L.P.
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
Organized as a California Limited Partnership.
f. Kayne, Anderson Non-Traditional Investments, L.P.
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067
Organized as a California Limited Partnership.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Investment partnership funds were derived by a combination of cash contributions
to the partnerships by the limited partners and, additionally, from the use of
margin by certain of the partnerships.
Item 4. Purpose of Transaction
The shares of the issuer were purchased for investment purposes. Richard A.
Kayne and KAIM Non-Traditional, L.P., on behalf of its managed accounts, will
consider making further sales or purchases of the shares.
Item 5. Interest in Securities of the Issuer
a. - b. Richard A. Kayne has shared dispositive power and shared voting power
with KAIM Non-Traditional, L.P. of 1,215,655 shares representing 36.6% of the
issuer. Mr. Kayne has sole dispositive and voting power over the 110,000 shares
he owns.
c. All transactions for the reporting parties were effected by KAIM
Non-Traditional, L.P. through KA Associates, Inc. as broker. Purchases of the
shares were made as follows:
Date Type # of shares Price Where/how transaction effected
- ---- ---- ----------- ----- ------------------------------
11/26/96 Buy 500 20.00 Over the Counter (OTC)
12/04/96 Buy 10,000 20.81 Over the Counter (OTC)
12/18/96 Buy 23,300 21.55 Over the Counter (OTC)
12/19/96 Buy 200 21.67 Over the Counter (OTC)
12/24/96 Buy 200 22.30 Over the Counter (OTC)
12/27/96 Buy 200 22.80 Over the Counter (OTC)
d. Not applicable
e. Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable
Item 7. Materials to Be Filed as Exhibits:
<PAGE>
EXHIBIT TO SCHEDULE 13D OF FILING CONCERNING
GLACIER WATER SERVICES, INC.
Shares
------
KA Associates, Inc.
o Managed Investment Partnerships 1,025,655
o Other Managed Accounts 80,000
o Richard A. Kayne 110,000
---------
Total 1,215,655
01/09/97
<PAGE>
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 [among] 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.
/s/ Alvin J. Portnoy
--------------------------------
Richard A. Kayne, by
Alvin J. Portnoy (see attached Power of Attorney)
/s/ Alvin J. Portnoy
--------------------------------
KA Associates, Inc., by
Alvin J. Portnoy, Executive Vice President
<PAGE>
POWER OF ATTORNEY FOR
SCHEDULES 13D AND 13G AND FORMS 13F
I, Richard A. Kayne, in my individual capacity and as the principal
executive officer of KA Associates, Inc. and Kayne, Anderson Investment
Management, Inc. hereby appoint Alvin J. Portnoy as attorney-in-fact and agent,
in all capacities, to execute, on my behalf and on behalf of the above-listed
corporations for which I serve as the principal executive officer, and to file
with the appropriate issuers, exchanges and regulatory authorities, any and all
Schedules 13D, Schedules 13G and Forms 13F and documents relating thereto and
requests for confidential treatment of information contained therein. I hereby
grant to said attorney-in-fact full authority to do every act necessary to be
done in order to effectuate the same as fully, to all intents and purposes, as I
could if personally present, thereby ratifying all that said attorney-in-fact
and agent may lawfully do or cause to be done by virtue thereof.
I hereby execute this Power of Attorney as of this 9th day of January,
1997.
/s/ Richard A. Kayne
-------------------------------------
Richard A. Kayne
