<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 13, 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 requried 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 436,691, subject to the disclaimer contained in Item 5.
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
436,691, 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
436,691, 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*
6.22%
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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!
<PAGE> 3
CUSIP No. 486589104 Page 3 of 5 Pages
AMENDMENT NO. 1 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. In this regard, Item
4, Item 5 and Item 6 are hereby amended as follows. 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.
<PAGE> 4
CUSIP No. 486589104 Page 4 of 5 Pages
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 436,691 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.(1) Partnership 436,691 6.22%
Controlled by
Reporting Person
-------- ----------
TOTAL 436,691 6.22%
======== ==========
</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).
____________________
(1) On November 11, 1996, all shares of Stock previously
reported as beneficially owned by the Reporting Person, members of
his family, family trusts or the partnership controlled by the
Reporting Person were transferred to Woodbourne Partners, L.P.
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CUSIP No. 486589104 Page 5 of 5 Pages
(c)
<TABLE>
<CAPTION>
Price
Number of Per Transaction
Purchase in the Name of Date Shares Share Made Through
----------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Woodbourne Partners, L.P. 11/5/96 10,000 5.875 Ernst & Co.
Woodbourne Partners, L.P. 12/17/96 2,100 4.75 Ernst & Co.
Woodbourne Partners, L.P. 12/18/96 1,000 4.75 Ernst & Co.
Woodbourne Partners, L.P. 12/30/96 10,296 4.625 Ernst & Co.
Woodbourne Partners, L.P. 2/25/97 6,295 4.75 Ernst & Co.
Woodbourne Partners, L.P. 3/26/97 4,000 4.75 Ernst & Co.
Woodbourne Partners, L.P. 6/5/97 4,000 5 Ernst & Co.
Woodbourne Partners, L.P. 6/12/97 25,000 4.9375 Ernst & Co.
Woodbourne Partners, L.P. 6/13/97 9,000 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
----------------------
John D. Weil
June 17, 1997
