<PAGE>
-----------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response......14.90
-----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Resource Asset Investment Trust
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
761196104
- --------------------------------------------------------------------------------
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 ("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 5 pages
<PAGE>
CUSIP NO. 761196104
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keefe Managers, Inc. / 13-3610107
- ------- ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
- ------- ------------------------------------------------------------------------
3 SEC USE ONLY
- ------- ------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------- ----- --------------------------------------------------------
5 SOLE VOTING POWER 267,800
NUMBER OF
SHARES ----- --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER 0
OWNED BY ----- --------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER 267,800
REPORTING
PERSON
WITH ----- --------------------------------------------------------
8 SHARED DISPOSITIVE POWER 0
- ------- ------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,800
- ------- ------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
- ------- ------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
- ------- ------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
- ------- ------------------------------------------------------------------------
Page 2 of 5 pages
<PAGE>
Item 1. (a) Name of Issuer:
Resource Asset Investment Trust
(b) Address of Issuer's Principal Executive Offices:
1845 Walnut Street, 10th Floor
Philadelphia, PA 19103
Item 2. (a) Name of Person Filing:
Keefe Managers, Inc.
(b) Address of Principal Business Office or, if none, Residence:
375 Park Avenue, 23rd Floor
New York, NY 10152
(c) Citizenship:
Delaware corporation
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
761196104
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] Investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
(f) [ ] Employee benefit plan or endowment fund in accordance
with section 240.13d-1(b)(1)(ii)(F).
Page 3 of 5 pages
<PAGE>
(g) [ ] Parent holding company or control person in accordance
with section 240.13d-1(b)(1)(ii)(G).
(h) [ ] Savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with section
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
(a) Amount Beneficially Owned: 267,800 *
(b) Percent of Class: 4.3% *
(c) Number of Shares as to which the person has:
(i) sole power to vote or direct the vote 267,800 *
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or direct the disposition of
267,800 *
(iv) shared power to dispose or direct the disposition
of 0
* Amounts previously reported did not include the shares
as to which Rainbow Managers, LLC, ("RM"), a Registered
Investment Advisor and an affiliate of Keefe Managers,
Inc., ("KMI"), had sole power to vote or direct the vote
or to dispose or direct the disposition. RM no longer has
such power with respect to any shares.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable
Page 4 of 5 pages
<PAGE>
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
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.
Keefe Managers, Inc.
BY: /s/ Harry V. Keefe, Jr.
-------------------------
Harry V. Keefe, Jr.
Chairman
Date: February 7, 2000
Page 5 of 5 pages
