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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
GLACIER WATER RESOURCES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
376395109
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(CUSIP Number)
DAVID J. SHLADOVSKY, 1800 AVENUE OF THE STARS,
2ND FLOOR, LOS ANGELES, CA 90067 / (310) 556-2721
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 27, 1997
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(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).
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SCHEDULE 13D
CUSIP No. 379395109 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KAIM NON-TRADITIONAL, L.P. - 95-4486379
RICHARD A. KAYNE - ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
KAIM NON-TRADITIONAL, L.P. - 00
RICHARD A. KAYNE - 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
RICHARD A. KAYNE IS A U.S. CITIZEN
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7 SOLE VOTING POWER
RICHARD A. KAYNE - 110,866
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,095,555
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING RICHARD A. KAYNE - 110,866
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,095,555
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,206,421
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.3%
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14 TYPE OF REPORTING PERSON*
KAIM NON-TRADITIONAL, L.P. - IA
RICHARD A. KAYNE - IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of
securities identified pursuant to Item 1 (which may be based on
the number of securities outstanding as contained in the most
recently available filing with the Commission by the issuer
unless the filing person has reason to believe such information
is not current) beneficially owned (identifying those shares
which there is a right to acquire) by each person named in Item
2. The above mentioned information should also be furnished
with respect to persons who, together with any of the persons
named in Item 2, comprise a group within the meaning of Section
13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to
direct the vote, shared power to vote or to direct the vote,
sole power to dispose or to direct the disposition, or shared
power to dispose or to direct the disposition. Provide the
applicable information required by Item 2 with respect to each
person with whom the power to vote or to direct the vote or to
dispose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on
that were effected during the past sixty days or since the most
recent filing on Schedule 13D (Section 240.13d-191), whichever
is less, by the persons named in response to paragraph (a).
Instruction. The description of a transaction required by Item
5(c) shall include, but not necessarily be limited to: (1) the
identity of the person covered by Item 5(c) who effected the
transaction; (2) the date of the transaction; (3) the amount of
securities involved; (4) the price per share or unit; and (5)
where and how the transaction was effected.
(d) 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 an employee benefit plan,
pension fund or endowment fund is not required.
(e) If applicable, state the date on which the reporting person
ceased to be the beneficial owner of more than five percent of
the class of securities.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security, see Rule
13d-3(d)(1) and the note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
persons with whom such contracts, arrangements, understandings or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in loan
agreements need not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements, as required by Rule
13d-1(f) (Section 240.13d-1(f) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or
corporate structure or any other matter as disclosed in Item 4; and (3) the
transfer of voting of the securities, finder's fees, joint ventures, options,
puts, calls, guarantees of loans, guarantees against loss or of profit, or the
giving or withholding of any proxy as disclosed in Item 6.
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.
SEE PAGE 6
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Date Signature
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Name/Title
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United States
Securities and Exchange Commission
SCHEDULE 13D
AMENDMENT NO. 9
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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. KAYNE, ANDERSON INVESTMENT MANAGEMENT, INC. (KAIM, INC.)
KAIM, Inc., a California corporation, serves as general partner of
KAIM Non-Traditional, L.P. (KAIM N-T, LP), a California limited
partnership. KAIM N-T, LP is an investment adviser registered under
the Investment Advisers Act. It serves as general partner of and
investment adviser to four investment funds named Arbco Associates,
L.P., Kayne, Anderson Non-Traditional Investments, L.P., Offense Group
Associates, L.P. and Opportunity Associates, L.P., each a California
limited partnership. KAIM N-T, LP also serves as investment adviser
to other clients, including Kayne, Anderson Offshore Limited, a
British Virgin Islands corporation. The principal business address of
KAIM, Inc., KAIM N-T, LP and the four investment limited partnerships
is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, California 90067.
During the past five years, none of KAIM, Inc., KAIM N-T, LP, or the
four investment limited partnerships has been convicted in a criminal
proceeding nor has any of them 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.
b. RICHARD A. KAYNE
Mr. Kayne, a U.S. citizen, is President, Chief Executive Officer and
Director of KAIM, Inc. He also serves as Manager of KAIM Traditional,
LLC, a California limited liability company (KAIM, LLC), and President
and Director of KA Associates, Inc., a Nevada corporation (KA). KAIM,
LLC is the general partner (and majority owner) of Kayne, Anderson
Investment Management, L.P., a California limited partnership (KAIM,
LP). KAIM, LP is a registered broker/dealer. The principal business
address of KAIM, LLC, KA and KAIM, LP is 1800 Avenue of the Stars, 2nd
Floor, Los Angeles, CA 90067.
Mr. Kayne is the controlling shareholder of KAIM, Inc., KAIM, LLC and
KA. He is also the managing general partner of Arbco Associates, L.P.
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During the past five years, none of Mr. Kayne, KAIM, LLC, KA or KAIM,
LP has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any of them 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.
c. The following persons (in addition to Mr. Kayne) are officers and/or
directors of one or more of KAIM, Inc., KAIM, LLC and KAIM, LP. Each
such person is a U.S. citizen whose address is 1800 Avenue of the
Stars, 2nd Floor, Los Angeles, California 90067. During the past
five years, none of such persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor
has any of them 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.
JOHN E. ANDERSON. Chairman of Topa Equities, Ltd., a diversified
investment company located at 1800 Avenue of the Stars, Suite 1400,
Los Angeles, California 90067. Mr. Anderson is also Director of KAIM,
Inc. and KA.
WILLIAM T. MILLER. Chief Financial Officer of KAIM, Inc. and KA.
ALLAN M. RUDNICK. Manager of KAIM, LLC
HOWARD M. ZELIKOW. Vice President and Director of KAIM, Inc.
ROBERT V. SINNOTT. Vice President of KAIM, Inc.
JERRY R. WELCH. Vice President of KAIM, Inc.
DAVID J. SHLADOVSKY. General Counsel and Secretary of KAIM, Inc. and
KA.
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 N-T, LP, 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 N-T, LP with respect to 1,206,421 shares representing 36.3% of the
outstanding shares of the common stock of the issuer. Mr. Kayne has sole
dispositive and voting power over the 110,866 shares he owns, or as custodian.
c. All transactions for the reporting parties were effected by KAIM N-T,
LP through KA, as broker. Purchases of the shares were made as follows:
Date Type # of shares Price Where/how transaction effected
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No Trades to report in the last 60 days
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d. Not applicable
e. Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable
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.
March 6, 1997
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Date
[SIG]
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Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
[SIG]
By: ________________________________________
David J. Shladovsky, Secretary
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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.
[SIG]
_______________________________________________________
Richard A. Kayne
[SIG]
_______________________________________________________
KAIM Non-Traditional, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner
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EXHIBIT TO SCHEDULE 13D, AMENDMENT NO. 9 OF FILING CONCERNING
GLACIER WATER SERVICES, INC.
<TABLE>
<CAPTION>
Filing Parties Shares
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<S> <C>
KAIM Non-Traditional, L.P.
o Managed Investment Limited Partnerships 1,009,155
o Other Managed Accounts 86,400
Richard A. Kayne 110,866
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Total 1,206,421
</TABLE>
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