<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Kaye Group, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
486589104
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(CUSIP Number)
Joseph D. Lehrer, Esq.
2000 Equitable Building, 10 S. Broadway, St. Louis, MO (314) 241-9090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 4, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of 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 [ X ]. (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 filed 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).
(continued on following page(s))
Page 1 of 7 Pages
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SCHEDULE 13D
CUSIP NO. 486589104 PAGE 2 OF 7 PAGES
---------------- --- ------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Weil, S.S.# ###-##-####
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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*
PF
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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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 205,000, subject to the disclaimer contained in Item 5.
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 45,000, subject to the disclaimer contained in Item 5.
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9 SOLE DISPOSITIVE POWER
205,000, subject to the disclaimer contained in Item 5.
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10 SHARED DISPOSITIVE POWER
45,000, subject to the disclaimer contained in Item 5.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,000, subject to the disclaimer contained in Item 5.
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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)
5.20%
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14 TYPE OF REPORTING PERSON IN
IN
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*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.
2 OF 7
<PAGE> 3
CUSIP NO. 486589104 Page 3 of 7
ITEM 1. Security and Issuer.
The Reporting Person is the holder of shares of the Common Stock
("Stock") of Kaye Group, Inc., a Delaware corporation (the "Issuer"), 122 East
42nd Street, New York, New York 10168.
ITEM 2. Identity and Background.
(a) John D. Weil ("Reporting Person");
(b) 200 N. Broadway, Suite 825, St. Louis, Missouri 63102;
(c) Self-employed investor, 200 N. Broadway, Suite 825, St. Louis,
Missouri 63102;
(d) No;
(e) No;
(f) U.S.A.
ITEM 3. Source and Amount of Funds or Other Consideration.
All shares of Stock of the Issuer were purchased with the funds of the
owners of the shares of Stock listed in Item 5. All purchases of the shares of
Stock of the Issuer were made by purchase at prevailing market prices as quoted
by the NASDAQ National Market.
ITEM 4. Purpose of the Transaction.
The owners listed in Item 5 purchased the Stock of the Issuer for
general investment purposes. The owners listed in Item 5 may acquire
additional shares of the Stock of the Issuer, based upon their respective
investment decisions. It is not contemplated that any of the acquisitions
reported hereunder or any future acquisitions will result in any change in the
present management of the Issuer.
The owners listed in Item 5 have no present plans or proposals which relate to
or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(c) 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 fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend
policy of the Issuer;
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CUSIP NO. 486589104 Page 4 of 7
(e) any other material change in the Issuer's business or corporate
structure;
(f) 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;
(g) causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(h) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(i) any action similar to those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a) Subject to the disclaimer of beneficial ownership hereinafter
set forth, the Reporting Person hereby reports beneficial
ownership of 365,000 shares of Stock in the manner hereinafter
described:
<TABLE>
<CAPTION>
Percentage of
Relationship to Number of Outstanding
Shares Held in Name of Reporting Person Shares Securities
---------------------- ---------------- ------ ----------
<S> <C> <C> <C>
John D. Weil Reporting Person 120,000 1.71%
RKW Management Services, L.P. Partnership 55,000 .78%
Controlled by
Reporting Person
Paula K. Weil Sister 35,000 .50%
Richard K. Weil, Jr. Brother 40,000 .57%
Mark S. Weil Brother 40,000 .57%
Mark S. Weil and John D. Weil, Trustees for Nephew 15,000 .21%
Daniel D. Weil (Item 10 Trust)
Mark S. Weil and John D. Weil, Trustees for Nephew 15,000 .21%
Alexander P. Weil (Item 10 Trust)
John D. Weil, Trustee for Victoria L. Weil, Daughter 15,000 .21%
(Item 10 Trust)
John D. Weil, Trustee for Gideon J. Weil Son 15,000 .21%
(Item 10 Trust)
</TABLE>
<PAGE> 5
CUSIP NO. 486589104 Page 5 of 7
<TABLE>
<S> <C> <C> <C>
Richard K. Weil, Jr. and John D. Weil, Trustees Nephew 15,000 .21%
for Samuel J. G. Weil (Item 10 Trust)
------- -----
TOTAL 365,000 5.20%
======= =====
(+.02 rounding error)
</TABLE>
The foregoing percentages assume that the Issuer has 7,020,000 shares of
Stock outstanding.
All shares held in the name of family members or family trusts of the
Reporting Person are reported as beneficially owned by the Reporting Person
because those family members or trusts may seek investment advise or voting
advice of the Reporting Person. All shares held in the name of the partnership
controlled by the Reporting Person are reported as beneficially owned by the
Reporting Person because, as sole shareholder of the corporate general partner
of such partnership, the Reporting Person has voting and investment power with
respect to the shares owned by such partnership. Except for Stock held in the
name of the Reporting Person, or in trust wherein the Reporting Person is the
trustee, or in the name of the partnership controlled by the Reporting Person,
there is no written document or agreement conferring the right of the Reporting
Person to acquire or dispose of the Stock or giving the Reporting Person the
right to vote such shares of Stock.
AS PROVIDED IN S.E.C. REGULATION Section 240.13d-4, THE REPORTING PERSON
HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT
HE IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE
ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
(b) Subject to the above disclaimer of beneficial ownership, for
each person named in paragraph (a), the number of shares as to
which there is sole power to vote or direct the vote, shared
power to vote or direct the vote, sole power to dispose or
direct the disposition, or shared power to dispose or direct the
disposition, is the same as in paragraph (a).
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CUSIP NO. 486589104 Page 6 of 7
(c)
<TABLE>
<CAPTION>
Net
Price
Number of Per Transaction
--
Purchase in the Name of Date Shares Share Made Through
----------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
John D. Weil 8/1/96 30,000 4.688 Ernst & Co.
John D. Weil 8/6/96 25,000 5.00 Jefferies & Co.
John D. Weil 8/12/96 18,900 5.125 Jefferies & Co.
Daniel D. Weil - Item 10 8/13/96 15,000 5.375 Jefferies & Co.
Alexander D. Weil - Item 10 8/13/96 15,000 5.375 Jefferies & Co.
Victoria L. Weil - Item 10 8/13/96 15,000 5.375 Jefferies & Co.
Gideon J. Weil - Item 10 8/13/96 15,000 5.375 Jefferies & Co.
Samuel G. Weil - Item 10 8/13/96 15,000 5.375 Jefferies & Co.
RKW Management Services, L.P. 8/14/96 50,000 5.375 Jefferies & Co.
Paula K. Weil 8/14/96 30,000 5.375 Jefferies & Co.
Richard K. Weil, Jr. 8/14/96 40,000 5.375 Jefferies & Co.
Mark S. Weil 8/14/96 35,000 5.375 Jefferies & Co.
John D. Weil 8/14/96 46,100 5.375 Jefferies & Co.
RKW Management Services, L.P. 10/4/96 5,000 6.250 Ernst & Co.
Paula K. Weil 10/4/96 5,000 6.250 Ernst & Co.
Mark S. Weil 10/4/96 5,000 6.250 Ernst & Co.
</TABLE>
(d) Not applicable.
(e) Not applicable.
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CUSIP NO. 486589104 Page 7 of 7
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The Reporting Person is Trustee of several of the trusts mentioned in
Item 5. The Reporting Person is sole shareholder of the corporate general
partner of the partnership mentioned in Item 5. The Reporting Person is
related to all other persons mentioned in Item 5, including the trustees and
beneficiaries of all of the trusts mentioned in Item 5.
ITEM 7. Material to be Filed as Exhibits.
None.
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.
/s/ John D. Weil
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John D. Weil
October 15, 1996
