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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KAYE GROUP INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
486589 10 4
(CUSIP Number)
Mr. Bruce Guthart
President
Kaye Group Inc.
122 East 42nd Street
New York, NY 10168
Tel. (212) 338-2100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 28, 1998
(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 this statement: / /
(Continued on following pages)
(Page 1)
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CUSIP No. 486589-10-4 Page 2 of 9
<TABLE>
<S> <C>
1) Name of Reporting Person Ned L. Sherwood
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate (a) [ ]
Box if a Member of a (b) [x]
Group
3) SEC Use Only
4) Source of Funds 00
5) Check if Disclosure of [ ]
Legal Proceedings is
Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of United States of America
Organization
Number of Shares Beneficially 7) Sole Voting Power 485,003 shares of Common
Owned by Each Reporting Person Stock, $.01 par value
With:
8) Shared Voting Power 8638 shares of Common
Stock, $.01 par value
9) Sole Dispositive Power 485,003 shares of Common
Stock, $.01 par value
10) Shared Dispositive 8638 shares of Common
Power Stock, $.01 par value
11) Aggregate Amount Beneficially Owned by Each Reporting 493,641 shares of Common
Person Stock, $.01 par value
12) Check if the Aggregate Amount in Row (11) Excludes [x]
Certain Shares
13) Percent of Class Represented by Amount in Row (11) 5.8%
14) Type of Reporting Person IN
</TABLE>
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CUSIP No. 486589-10-4 Page 3 of 9
<TABLE>
<S> <C>
1) Name of Reporting Person Ned L. Sherwood Revocable
S.S. or I.R.S. Identification No. of Above Person Trust
2) Check the Appropriate (a) [ ]
Box if a Member of a (b) [x]
Group
3) SEC Use Only
4) Source of Funds PF
5) Check if Disclosure of [ ]
Legal Proceedings is
Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of New York
Organization
Number of Shares Beneficially 7) Sole Voting Power 463,501 shares of Common
Owned by Each Reporting Person Stock, $.01 par value
With:
8) Shared Voting Power 8638 shares of Common
Stock, $.01 par value
9) Sole Dispositive Power 463,501 shares of Common
Stock, $.01 par value
10) Shared Dispositive 8638 shares of Common
Power Stock, $.01 par value
11) Aggregate Amount Beneficially Owned by Each Reporting 472,139 shares of Common
Person Stock, $.01 par value
12) Check if the Aggregate Amount in Row (11) Excludes [x]
Certain Shares
13) Percent of Class Represented by Amount in Row (11) 5.6%
14) Type of Reporting Person 00 (Trust)
</TABLE>
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CUSIP No. 486589-10-4 Page 4 of 9
<TABLE>
<S> <C>
1) Name of Reporting Person ZS Kaye L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate (a) [ ]
Box if a Member of a (b) [x]
Group
3) SEC Use Only
4) Source of Funds 00
5) Check if Disclosure of [ ]
Legal Proceedings is
Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of Delaware
Organization
Number of Shares Beneficially 7) Sole Voting Power 8638 shares of Common
Owned by Each Reporting Person Stock, $.01 par value
With:
8) Shared Voting Power -0-
9) Sole Dispositive Power 8638 shares of Common
Stock, $.01 par value
10) Shared Dispositive -0-
Power
11) Aggregate Amount Beneficially Owned by Each Reporting 8638 shares of Common
Person Stock, $.01 par value
12) Check if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares
13) Percent of Class Represented by Amount in Row (11) 0.1%
14) Type of Reporting Person PN
</TABLE>
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CUSIP No. 486589-10-4 Page 5 of 9
<TABLE>
<S> <C>
1) Name of Reporting Person ZS Kaye, Inc.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate (a) [ ]
Box if a Member of a (b) [x]
Group
3) SEC Use Only
4) Source of Funds 00
5) Check if Disclosure of [ ]
Legal Proceedings is
Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of Delaware
Organization
Number of Shares Beneficially 7) Sole Voting Power 8638 shares of Common
Owned by Each Reporting Person Stock, $.01 par value
With:
8) Shared Voting Power -0-
9) Sole Dispositive Power 8638 shares of Common
Stock, $.01 par value
10) Shared Dispositive -0-
Power
11) Aggregate Amount Beneficially Owned by Each Reporting 8638 shares of Common
Person Stock, $.01 par value
12) Check if the Aggregate Amount in Row (11) Excludes [x]
Certain Shares
13) Percent of Class Represented by Amount in Row (11) 0.1%
14) Type of Reporting Person CO
</TABLE>
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CUSIP No. 486589-10-4 Page 6 of 9
Schedule 13D
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of Kaye Group Inc.,
a Delaware corporation (the "Company"). As of October 28, 1998 there were
8,474,435 shares of Common Stock outstanding. The principal executive office of
the Company is located at 122 East 42nd Street, New York, New York 10168.
Item 2. Identity and Background
This statement is being filed pursuant to Section 13(d)(1) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13d-1
promulgated thereunder by the following individual, trust, partnership and
corporation (the "Filing Parties"):
(1) Ned L. Sherwood's present principal occupation or employment is
owning and controlling the general partner of ZS Fund L.P. Mr. Sherwood's
business address is 54 Morris Lane, Scarsdale, NY 10583.
(2) The Ned L. Sherwood Revocable Trust (the "Trust") is a trust, all
the beneficial interest of which is owned and controlled by Mr. Sherwood. Its
principal address is 54 Morris Lane, Scarsdale, NY 10583.
(3) ZS Kaye L.P. is a limited partnership organized under the laws of
Delaware. Its principal business is that of an investment partnership. The
address of the principal office of ZS Kaye L.P. is 54 Morris Lane, Scarsdale,
NY 10583. The general partner of ZS Kaye L.P. is ZS Kaye, Inc.
(4) ZS Kaye, Inc. is a corporation organized under the laws of Delaware.
Its principal business is that of the general partner of ZS Kaye L.P. The
address of the principal office of ZS Kaye, Inc. is 54 Morris Lane,
Scarsdale, NY 10583. The name, business address and present principal
occupation or employment of each executive officer and director of ZS Kaye,
Inc. (collectively, the "Officers") is set forth on Schedule I hereto, which
is incorporated herein by reference.
On October 28, 1998, the Trust purchased 90,000 shares of Common Stock
from Michel Zaleski, an individual, for $540,000 with available funds.
None of the Filing Parties nor any of the Officers has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
None of the Filing Parties nor any of the Officers has, during the last
five years, been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
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CUSIP No. 486589-10-4 Page 7 of 9
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration.
The source of funds used in the purchase described in Item 2 were
personal funds on hand of the Trust.
Item 4. Purpose of Transaction.
The purchase described in Item 2 was made for investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) The following information is based upon 8,474,435 shares of Common
Stock outstanding:
(i) Ned L. Sherwood owns, directly 21,502 shares of Common Stock, or
0.25% of the Common Stock outstanding. In addition, through his ownership of
equity interests of the other Filing Parties, Mr. Sherwood may be deemed
beneficially to own: (1) the 463,501 shares of Common Stock owned by the
Trust, and (2) the 8,638 shares owned by ZS Kaye L.P.
(ii) The Trust directly owns 463,501 shares of Common Stock, or
approximately 5.5% of the Common Stock outstanding. In addition, through its
ownership of equity interests in the other Filing Parties, the Trust may be
deemed beneficially to own the 8,638 shares owned by ZS Kaye L.P.
(iii) ZS Kaye L.P. owns 8,638 shares of Common Stock, or approximately
0.1% of the Common Stock outstanding.
(iv) ZS Kaye, Inc. may be deemed beneficially to own the 8,638 shares
owned by ZS Kaye L.P. In addition, ZS Kaye, Inc. owns a limited partnership
interest in Kaye Investments, L.P., which owns 2,285,826 shares of Common
Stock. However, ZS Kaye, Inc. has no power to vote or dispose of any shares
held by Kaye Investments, L.P. and ZS Kaye, Inc. disclaims beneficial
ownership of such shares of Common Stock.
(b) For each person described in Item 5(a), 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, or sole or shared power to dispose or to direct the
disposition, is shown on the pages constituting the second part of the cover
page. Mr. Sherwood has sole voting and dispositive power over the 485,003 shares
directly owned by him and by the Trust. The power to vote or to direct the vote,
and to dispose of or direct the disposition of, the 8,638 shares owned by ZS
Kaye L.P. is shared by the directors of ZS Kaye, Inc. The directors of ZS Kaye,
Inc. are: Mr. Sherwood; Mr. Michel Zaleski, an individual residing at 300
Central Park West, New York, NY 10024; and Mr. Henrik Falktoft, an individual
whose mailing address is c/o ZS Fund L.P., 120 West 45th Street, Suite
<PAGE> 8
CUSIP No. 486589-10-4 Page 8 of 9
2600, New York, NY 10036. No Filing Party has voting or dispositive power over
the 106,311 shares indirectly owned by ZS Kaye, Inc. through its limited
partnership interest in Kaye Investments, L.P.
During the last five years, neither Mr. Zaleski nor Mr. Falktoft has (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding a result of which he
was subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
(c) None of the Filing Parties has effected any transactions in Common
Stock during the past 60 days except as described herein.
(d) No 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, the
shares of Common Stock beneficially owned by the persons reported above.
Item 6. Contracts, Arrangements, Understandings or Relationships, etc.
Not Applicable
Item 7. Material to be Filed as Exhibits.
Exhibit 7(a) Agreement Concerning Joint Filing of Schedule 13D
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CUSIP No. 486589-10-4 Page 9 of 9
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: November 9, 1998
/s/ Ned L. Sherwood
--------------------------------------------
Ned L. Sherwood
NED L. SHERWOOD REVOCABLE TRUST
By: /s/ Ned L. Sherwood
-----------------------------------------
Name: Ned L. Sherwood
Title: Trustee
ZS KAYE L.P.
By: ZS Kaye, Inc., its General Partner
By: /s/ Ned L. Sherwood
-----------------------------------------
s Name: Ned L. Sherwood
Title: President
ZS KAYE, INC.
By: /s/ Ned L. Sherwood
-----------------------------------------
Name: Ned L. Sherwood
Title: President
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CUSIP No. 486589-10-4
SCHEDULE I
(Executive Officers and Directors of ZS Kaye, Inc.)
Information required by Item 2 of Schedule 13D.
Name: Michel Zaleski (Director, Secretary and Treasurer of ZS Kaye, Inc.)
Residence or Business Address: 300 Central Park West, New York, NY 10024
Occupation and name, principal business and address of employer: Entrepreneur,
self-employed at the address listed above.
Name: Henrik Falktoft (Director and Assistant Secretary of ZS Kaye, Inc.)
Residence or Business Address: Homat premier 210, 22-1, Shinanomachi,
Shinjuku-ku, Tokyo 160- 0016.
Occupation and name, principal business and address of employer: Director at
Deutsche Securities Limited, Tokyo Branch, a financial services company located
at Deutsche Bank Building, 3-12-1, Toranomon, Minato-ku Tokyo 105-0001, Japan.
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CUSIP No. 486589-10-4
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 7(b) Agreement Concerning Joint Filing of Schedule 13D
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CUSIP No. 486589-10-4
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13D
The undersigned agree as follows:
(i) each of them is individually eligible to use the Schedule
13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf
of each of them; and
(ii) each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same instrument.
Dated: November 9, 1998
/s/ Ned L. Sherwood
--------------------------------------------
Ned L. Sherwood
NED L. SHERWOOD REVOCABLE TRUST
By: /s/ Ned L. Sherwood
-----------------------------------------
Name: Ned L. Sherwood
Title: Trustee
ZS KAYE L.P.
By: ZS Kaye, Inc., its General Partner
By: /s/ Ned L. Sherwood
--------------------------
Name: Ned L. Sherwood
Title: President
ZS KAYE, INC.
By: /s/ Ned L. Sherwood
-----------------------------------------
Name: Ned L. Sherwood
Title: President
