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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
June 18, 1997
--------------------------------
(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).
(Continued on following page(s))
Page 1 of 5 pages
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13D
CUSIP No. 486589104 Page 2 of 5 Pages
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================================================================================
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) /XX/
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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 619,191, subject to the disclaimer contained in Item 5.
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
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9 SOLE DISPOSITIVE POWER
619,191, subject to the disclaimer contained in Item 5.
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
619,191, 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*
8.82%
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 486589104 Page 3 of 5
AMENDMENT NO. 2 TO SCHEDULE 13D
The Reporting Person reported the acquisition of shares of Common Stock
("Stock") of Kaye Group, Inc., a Delaware corporation (the "Issuer"), in an
initial filing of this Schedule 13D on October 15, 1996, as amended by Amendment
No. 1 filed June 17, 1997. In this regard, Item 4, Item 5 and Item 6 are hereby
amended as follow. All other items are unchanged from the initial filing.
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;
(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.
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CUSIP NO. 486589104 Page 4 of 5
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 619,191 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>
Woodbourne Partners, L.P. Partnership 619,191 8.82%
Controlled by
Reporting Person
------- ----
TOTAL 619,191 8.82%
======= ====
</TABLE>
The foregoing percentages assume that the Issuer has 7,020,000 shares
of Stock outstanding.
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 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 5 of 5
(c)
<TABLE>
<CAPTION>
Number Price Transaction
Purchase in the Name of Date of Shares Per Share Made Through
----------------------- ---- --------- --------- ------------
<S> <C> <C> <C> <C>
Woodbourne Partners, L.P. 6/17/97 25,000 4.9375 Ernst & Co.
Woodbourne Partners, L.P. 6/18/97 50,000 4.9375 Ernst & Co.
Woodbourne Partners, L.P. 6/18/97 12,500 4.96875 Jefferies & Co.
Woodbourne Partners, L.P. 6/19/97 20,000 4.9062 Ernst & Co.
Woodbourne Partners, L.P. 6/24/97 75,000 4.9375 Ernst & Co.
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Person is sole shareholder of the corporate general
partner of the partnership mentioned in Item 5.
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
June 26, 1997
