MORGAN GROUP INC
SC 13D/A, 1996-12-05
TRUCKING (NO LOCAL)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 8)*


                             The Morgan Group, Inc.
                                (Name of Issuer)

                              Class A Common Stock
                         (Title of Class of Securities)

                                    617358106
                                 (CUSIP Number)

                    John L. Keeley, Jr., Keeley Investment Corp.
         401 South LaSalle Street, Suite 1201, Chicago, Illinois  60605
                                 (312) 786-5000
       (Name, Address and Telephone Number of Person Authorized to Receive
                           Notices and Communications)

                                December 2, 1996
             (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.)

   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).

   <PAGE>
      CUSIP NO. 617358106


     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              John L. Keeley, Jr.; Social Security No:  ###-##-####

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  [_]
                                                                     (b)  [_]
              N/A

     3   SEC USE ONLY


     4   SOURCE OF FUNDS*

              PF (margin account with National Financial Services, Inc.)

     5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) OR 2(e)                                            [_]

              N/A

     6   CITIZENSHIP OR PLACE OF ORGANIZATION

              United States

                     7  SOLE VOTING POWER
      NUMBER OF
                             30,800
        SHARES

                     8  SHARED VOTING POWER
     BENEFICIALLY

                             -0-
       OWNED BY

                     9  SOLE DISPOSITIVE POWER
         EACH

                             30,800
      REPORTING

                    10  SHARED DISPOSITIVE POWER
        PERSON

                             -0-
         WITH

    11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              30,800


    12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                          [_]

              N/A

    13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              2.21%


    14   TYPE OF REPORTING PERSON*

              IN


   <PAGE>

      CUSIP NO. 617358106


     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Barbara G. Keeley; Social Security No:  ###-##-####

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  [_]
                                                                     (b)  [_]
              N/A

     3   SEC USE ONLY



     4   SOURCE OF FUNDS*

              PF (margin account with National Financial Services, Inc.)

     5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) OR 2(e)                                            [_]

              N/A

     6   CITIZENSHIP OR PLACE OF ORGANIZATION

              United States

                     7  SOLE VOTING POWER
      NUMBER OF
                             2,000
        SHARES
                     8  SHARED VOTING POWER
     BENEFICIALLY
                             -0-
       OWNED BY
                     9  SOLE DISPOSITIVE POWER
         EACH
                             2,000
      REPORTING
                    10  SHARED DISPOSITIVE POWER
        PERSON
                             -0-
         WITH

    11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              2,000


    12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                          [_]

              N/A


    13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              0.14%

    14   TYPE OF REPORTING PERSON*

              IN


   <PAGE>
      CUSIP NO. 617358106


     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Keeley Asset Management Corp.; Tax I.D. No:  36-3160361

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  [_]
                                                                     (b)  [_]
              N/A

     3   SEC USE ONLY


     4   SOURCE OF FUNDS*

              OO (funds of investment advisory clients)

     5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) OR 2(e)                                            [_]

              N/A

     6   CITIZENSHIP OR PLACE OF ORGANIZATION

              Illinois

                     7  SOLE VOTING POWER
      NUMBER OF
                             87,300
        SHARES
                     8  SHARED VOTING POWER
     BENEFICIALLY
                             -0-
       OWNED BY
                     9  SOLE DISPOSITIVE POWER
         EACH
                             87,300
      REPORTING

                    10  SHARED DISPOSITIVE POWER
        PERSON

                             -0-
         WITH

    11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              87,300

    12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                          [_]

              N/A


    13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              6.27%


    14   TYPE OF REPORTING PERSON*

              IA

   <PAGE>

      CUSIP NO. 617358106


     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Keeley Investment Corp.; Tax I.D. No:  35-2891284

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  [_]
                                                                     (b)  [_]
              N/A

     3   SEC USE ONLY



     4   SOURCE OF FUNDS*

              PF (margin account with National Financial Services, Inc.)

     5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) OR 2(e)                                            [_]

              N/A

     6   CITIZENSHIP OR PLACE OF ORGANIZATION

              Illinois

                     7  SOLE VOTING POWER
      NUMBER OF
                             11,000
        SHARES
                     8  SHARED VOTING POWER
     BENEFICIALLY
                             -0-
       OWNED BY
                     9  SOLE DISPOSITIVE POWER
         EACH
                             11,000
      REPORTING
                    10  SHARED DISPOSITIVE POWER
        PERSON
                             -0-
         WITH

    11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              11,000


    12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                          [_]

              N/A


    13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              0.79%

    14   TYPE OF REPORTING PERSON*

              BD

   <PAGE>
      CUSIP NO. 617358106


     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Kamco Performance Limited Partnership; Tax I.D. No:  36-
              3645043

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  [_]
                                                                     (b)  [_]
              N/A

     3   SEC USE ONLY


     4   SOURCE OF FUNDS*

              OO (funds of Kamco Performance Limited Partnership)

     5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) OR 2(e)                                            [_]

              N/A

     6   CITIZENSHIP OR PLACE OF ORGANIZATION

              Illinois

                     7  SOLE VOTING POWER
      NUMBER OF
                             19,000
        SHARES
                     8  SHARED VOTING POWER
     BENEFICIALLY
                             -0-
       OWNED BY
                     9  SOLE DISPOSITIVE POWER
         EACH
                             19,000
      REPORTING

                    10  SHARED DISPOSITIVE POWER
        PERSON

                             -0-
         WITH

    11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              19,000

    12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                          [_]

              N/A


    13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              1.36%


    14   TYPE OF REPORTING PERSON*

              PN

   <PAGE>


      CUSIP NO. 617358106

     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              Kamco Limited Partnership No. 1; Tax I.D. No:  36-3528572

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  [_]
                                                                     (b)  [_]
              N/A

     3   SEC USE ONLY



     4   SOURCE OF FUNDS*

              OO (funds of Kamco Limited Partnership No. 1)

     5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) OR 2(e)                                            [_]

              N/A

     6   CITIZENSHIP OR PLACE OF ORGANIZATION

              Illinois

                     7  SOLE VOTING POWER
      NUMBER OF
                             22,000
        SHARES
                     8  SHARED VOTING POWER
     BENEFICIALLY
                             -0-
       OWNED BY
                     9  SOLE DISPOSITIVE POWER
         EACH
                             22,000
      REPORTING
                    10  SHARED DISPOSITIVE POWER
        PERSON
                             -0-
         WITH

    11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              22,000


    12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                          [_]

              N/A


    13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              1.58%

    14   TYPE OF REPORTING PERSON*

              PN


   <PAGE>
      CUSIP NO. 617358106


     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

              John L. Keeley, Jr. Foundation; Tax I.D. No:  36-3865180

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  [_]
                                                                     (b)  [_]
              N/A

     3   SEC USE ONLY


     4   SOURCE OF FUNDS*

              OO (funds of John L. Keeley, Jr. Foundation)

     5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) OR 2(e)                                            [_]

              N/A

     6   CITIZENSHIP OR PLACE OF ORGANIZATION

              Illinois

                     7  SOLE VOTING POWER
      NUMBER OF
                             2,200
        SHARES
                     8  SHARED VOTING POWER
     BENEFICIALLY
                             -0-
       OWNED BY
                     9  SOLE DISPOSITIVE POWER
         EACH
                             2,200
      REPORTING

                    10  SHARED DISPOSITIVE POWER
        PERSON

                             -0-
         WITH

    11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              2,200

    12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                          [_]

              N/A


    13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              0.16%


    14   TYPE OF REPORTING PERSON*

              EP


   <PAGE>
             This Amendment No. 8 to the undersigned's Schedule 13D, which
   was originally filed on October 25, 1993 (the Schedule 13D") with regard
   to The Morgan Group, Inc. (the "Issuer") is being filed to amend Items 5
   and 7 of the Schedule 13D.  Except as expressly stated herein, there have
   been no material changes in the information set forth in the Schedule 13D.


   ITEM 1.   Security and Issuer.

        Title of Class of Securities

        Class A Common Stock, $0.15 par value (the "Securities)

        Address of Issuer's Principal Executive Offices:

             The Morgan Group, Inc.
             28651 U.S. 20 West
             Elkhart, Indiana  46514


   ITEM 2.   Identity and Background.

        A.   (i)    John L. Keeley, Jr. ("Mr. Keeley")

             (ii)   Barbara G. Keeley ("Mrs. Keeley")

             (iii)  Keeley Asset Management Corp. ("KAMC")

             (iv)   Keeley Investment Corp. ("KIC")

             (v)    Kamco Performance Limited Partnership* ("KPLP")

             (vi)   Kamco Limited Partnership No. 1* ("KLP")

             (vii)  John L. Keeley, Jr. Foundation ("JLKF")

                    *Together, KPLP and KLP are sometimes referred to as the
   "Partnerships."

        B.   (i-vi)

                    401 South LaSalle Street
                    Suite 1201
                    Chicago, Illinois  60605

        C.   (i)    Mr. Keeley is the President, Treasurer, a Director and
                    the sole shareholder of KAMC and KIC, President,
                    Treasurer and a Director of JLKF, a general partner of
                    KPLP and the sole general partner of KLP.

             (ii)   Mrs. Keeley is the spouse of Mr. Keeley.

             (iii)  KAMC is an investment adviser registered under Section
                    203 of the Investment Advisers Act of 1940.  KAMC is
                    organized under the laws of Illinois.  KAMC is a genal
                    partner of KPLP.

             (iv)   KIC is a broker-dealer.  KIC is organized under the laws
                    of Illinois.

             (v)    KPLP is an investment partnership.  KPLP is organized
                    under the laws of Illinois.

             (vi)   KLP is an investment partnership.  KLP is organized under
                    the laws of Illinois.

             (vii)  JLKF is a private charitable foundation organized as a
                    nonprofit corporation under the laws of Illinois.

        D.   During the past five years, none of Mr. Keeley, Mrs. Keeley,
             KAMC, KIC, KPLP, KLP or JLKF nor any of their respective
             executive officers or directors, has been convicted in a
             criminal proceeding.

        E.   During the past five years, none of Mr. Keeley, Mrs. Keeley,
             KAMC, KIC, KPLP, KLP, JLKF nor any of their respective executive
             officers or directors, has been a party to a civil proceeding as
             a result of which any such person is subject to a judgment,
             decree or final order enjoining any such person from or
             mandating activities subject to federal or state securities
             laws, or finding any such person in violation of such laws.


   ITEM 3.   Source and Amount of Funds or Other Consideration.

             The Securities reported by Mr. and Mrs. Keeley are held in
             margin accounts with National Financial Services, Inc.  Mr. and
             Mrs. Keeley used personal funds and margin borrowings to
             purchase the Securities reported by them.  The source of funds
             for the purchases reported by KAMC was client funds that are
             managed by KAMC pursuant to discretionary investment management
             agreements in place with each client.  The Securities reported
             by KIC are held in margin accounts with National Financial
             Services, Inc.  The source of funds for the purchases by the
             Partnerships was the assets of such Partnerships.  The source of
             funds for the purchases reported by JLKF was the assets of such
             foundation.


   ITEM 4.   Purpose of Transaction.

             The acquisitions made by Mr. and Mrs. Keeley, KAMC, the
             Partnerships JLKF and KIC for and on behalf of its clients were
             made for investment purposes and not for the purpose of
             acquiring control of the Issuer.  Mr. Keeley, Mrs. Keeley, the
             Partnerships, KAMC, JLKF and KIC may from time to time purchase
             additional shares or sell these shares in the ordinary course of
             business, as permitted by the federal securities laws.

             Each of Mr. Keeley, Mrs. Keeley, KAMC, KIC, KPLP, KLP and JLKF
             may participate in interviews or hold discussions with third
             parties or with management in which they may suggest or take a
             position with respect to potential changes in the operations,
             management or capital structure of the Issuer as a means of
             enhancing shareholder values.  Such suggestions or
             considerations may relate to one or more of the transactions
             specified in clauses (a) through (j) of Item 4 of the Schedule
             13D form, including, without limitation, such matters as
             disposing of one or more businesses, selling the Issuer,
             acquiring another company or business, changing operating or
             marketing strategies, adopting or not adopting, certain types of
             anti-takeover measures and restructuring the Issuer's
             capitalization or dividend policy.

             Other than as described above, none of Mr. Keeley, Mrs. Keeley,
             KAMC, KIC, KPLP, KLP nor JLKF has any present plans or proposals
             which relate to or would result in any transaction, change or
             event specified in clauses (a) through (j) of Item 4 of the
             Schedule 13D form.


   Item A.   Interest in Securities of the Issuer.

             Item 5 of the Schedule 13D is hereby amended to report the
   following information:

        (a)  The aggregate number and percentage of Securities to which this
             Schedule 13D relates is 174,300 shares, representing 12.51% of
             the 1,392,198 shares outstanding in the Issuer's most recently
             filed Form 10-Q for the period ended September 30, 1996.  The
             Securities are beneficially owned as follows:


                                              Shares of       % of Class
                                               Common         of Common
      Name                                      Stock           Stock  

      John L. Keeley, Jr. . . . . . . .          30,800             2.21%
      Barbara G. Keeley . . . . . . . .           2,000             0.14%

      Keeley Asset Management Corp.

           As Principal . . . . . . . .              --            --
           As Agent . . . . . . . . . .          87,300             6.27%

      Keeley Investment Corp.
           As Principal . . . . . . . .          11,000             0.79%

           As Agent . . . . . . . . . .              --            --

      Kamco Performance Limited
           Partnership  . . . . . . . .          19,000             1.36%

      Kamco Limited Partnership No. 1 .          22,000             1.58%

      John L. Keeley, Jr. Foundation  .           2,200             0.16%
                                                -------            -----  

                                                174,300            12.51%
                                                =======            =====  

             Mr. Keeley is deemed to have beneficial ownership of the
             Securities beneficially owned by each of the foregoing persons. 
             The 30,800 shares reported as beneficially owned by Mr. Keeley
             include 6,500 shares held by the Keeley Investment Corp. Profit
             Sharing Plan & Trust, for which Mr. Keeley is Trustee, 6,800 are
             shares held by the Keeley Investment Corp. Pension Plan & Trust
             for which Mr. Keeley is trustee and 5,000 shares are held by JGJ
             Partnership.

        (b)  B.     Number of such shares held by Mr. Keeley for which there
                    is sole power to vote or direct the vote:  30,800; shared
                    power to vote or direct the vote:  0; sole power to
                    dispose or direct the disposition:  30,800; shared power
                    to dispose or direct the disposition:  0.

             C.     Number of such shares held by Mrs. Keeley for which there
                    is sole power to vote or direct the vote:  2,000; shared
                    power to vote or direct the vote:  0; sole power to
                    dispose or direct the disposition:  2,000; shared power
                    to dispose or direct the disposition:  0.

             D.     Number of such shares held by KAMC for which there is
                    sole power to vote or direct the vote:  87,300; shared
                    power to vote or direct the vote:  0; sole power to
                    dispose or direct the disposition:  87,300; shared power
                    to dispose or direct the disposition:  0.

             E.     Number of such shares held by KIC for which there is sole
                    power to vote or direct the vote:  11,000; shared power
                    to vote or direct the vote:  0; sole power to dispose or
                    direct the disposition:  11,000; shared power to dispose
                    or direct the disposition:  0.

             F.     Number of such shares held by KPLP for which there is
                    sole power to vote or direct the vote:  19,000; shared
                    power to vote or direct the vote:  0; sole power to
                    dispose or direct the disposition:  19,000; shared power
                    to dispose or direct the disposition:  0.

             G.     Number of such shares held by KLP for which there is sole
                    power to vote or direct the vote:  22,000; shared power
                    to vote or direct the vote:  0; sole power to dispose or
                    direct the disposition:  22,000; shared power to dispose
                    or direct the disposition: 0.

             H.     Number of such shares held by JLKF for which there is
                    sole power to vote or direct the vote:  2,200; shared
                    power to vote or direct the vote:  0; sole power to
                    dispose or direct the disposition:  2,200; shared power
                    to dispose or direct the disposition:  0.


        (c)  A detailed description of Securities transactions by Mr. Keeley,
             Mrs. Keeley, KAMC, KIC, KPLP, KLP and JLKF in the sixty days
             preceding December 2, 1996, including prices, is set forth in
             Exhibit 2.

        (d)  Inapplicable.

        (e)  Inapplicable.


   ITEM 5.   Contracts, Arrangements, Understandings or Relationships With
             Respect to Securities of the Issuer.

        None of Mr. Keeley, Mrs. Keeley, KAMC, KIC, KPLP, KLP or JLKF are
        parties to any contract, arrangement, understanding or relationship
        with respect to any Securities of the Issuer.


   Item 7.   Material to Be Filed as Exhibits.

             Exhibit 1 -  Agreement to Make a Joint Filing

             Exhibit 2 -  Transactions Effected in the Last Sixty Days

             Exhibit 3 -  Keeley Asset Management Corp., Keeley Investment
                          Corp. and John L. Keeley, Jr. Foundation Executive
                          Officers and Directors

   <PAGE>

   SIGNATURES.

        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:  December 3, 1996



   /s/John L. Keeley, Jr.                                                    
   John L. Keeley, Jr.


   /s/ Barbara G. Keeley                                                     
   Barbara G. Keeley


   KEELEY ASSET MANAGEMENT CORP.


   By:  /s/ John L. Keeley, Jr.                                              
        John L. Keeley, Jr., President


   KEELEY INVESTMENT CORP.


   By:  /s/ John L. Keeley, Jr.                                              
        John L. Keeley, Jr., President


   KAMCO PERFORMANCE LIMITED
   PARTNERSHIP


   By:  /s/ John L. Keeley, Jr.                                              
        John L. Keeley, Jr., General Partner


   KAMCO LIMITED PARTNERSHIP NO. 1


   By:  /s/ John L. Keeley, Jr.                                              
        John L. Keeley, Jr., General Partner


   JOHN L. KEELEY, JR. FOUNDATION


   By:  /s/ John L. Keeley, Jr.                                              
        John L. Keeley, Jr., President and
        Treasurer


                                    EXHIBIT 1

             John L. Keeley, Jr., Barbara G. Keeley, Keeley Asset Management
   Corp., Keeley Investment Cop., Kamco Performance Limited Partnership,
   Kamco Limited Partnership No. 1 and John L. Keeley, Jr. Foundation agree
   that, unless differentiated, this Schedule 13D is filed on behalf of each
   of the parties.


   Date:               October 20, 1993
   Signature:          /s/ JOHN L. KEELEY, JR.
   Name:               John L. Keeley, Jr.

   Date:               October 20, 1993
   Signature:          /s/ BARBARA G. KEELEY
   Name:               Barbara G. Keeley

   Date:               October 20, 1993
   Signature:          /s/ JOHN L. KEELEY, JR.
   Name/Title:         John L. Keeley, Jr., President and Treasurer
                       Keeley Asset Management Corp.

   Date:               October 20, 1993
   Signature:          /s/ JOHN L. KEELEY, JR.
   Name/Title:         John L. Keeley, Jr., President and Treasurer
                       Keeley Investment Corp.

   Date:               October 20, 1993
   Signature:          /s/ JOHN L. KEELEY, JR.
   Name/Title:         John L. Keeley, Jr., General Partner
                       Kamco Performance Limited Partnership

   Date:               October 20, 1993
   Signature:          /s/ JOHN L. KEELEY, JR.
   Name/Title:         John L. Keeley, Jr., General Partner
                       Kamco Limited Partnership No. 1

   Date:               December 22, 1993
   Signature:          /s/ JOHN L. KEELEY, JR.
   Name/Title:         John L. Keeley, Jr., President and Treasurer
                       John L. Keeley, Jr. Foundation


                                    EXHIBIT 2

        The following purchases were made in over-the-counter transactions on
   the Nasdaq National Market by John L. Keeley, Jr., Barbara G. Keeley,
   Keeley Asset Management Corp., Keeley Investment Corp., Kamco Performance
   Limited Partnership, Kamco Limited Partnership No. 1, and John L. Keeley,
   Jr. Foundation in the sixty days prior to December 2, 1996.

                                 Purchased   Number of
    Reporting Person              or Sold     Shares     Price       Date

    John L. Keeley, Jr. . . . .  Sold           200      $ 7.13    11/14/96
                                 Sold           500        7.25    11/14/96
                                 Sold          1000        7.19    11/14/96

    Barbara G. Keeley . . . . .  --              --          --       --

    Keeley Asset Management    
         Corp. for Clients  . .  Purchased      500        7.56    10/25/96
                                 Sold          7500        7.25    11/8/96
                                 Sold          5500        7.19    11/14/96

    Keeley Investment Corp. . .  Sold          4400        7.25    12/2/96
                                 --              --          --       --

    Kamco Performance Limited  
         Partnership  . . . . .  --              --          --       --

    Kamco Limited Partnership  
         No. 1  . . . . . . . .  --              --          --       --

    John L. Keeley, Jr.        
         Foundation . . . . . .  --              --          --       --


                                    EXHIBIT 3




                          Keeley Asset Management Corp.
                                       and
                             Keeley Investment Corp.
                        Executive Officers and Directors


          John L. Keeley, Jr. . .   President, Treasurer and Director

          Mary G. Filice  . . . .   Senior Vice President

          Mark Zahorik  . . . . .   Vice President

          Barbara G. Keeley . . .   Vice President, Assistant
                                    Secretary and Director

          Mary Ferrari  . . . . .   Secretary

          Emily Viehweg . . . . .   Assistant Treasurer


                         John L. Keeley, Jr. Foundation
                        Executive Officers and Directors



            John L. Keeley, Jr. . . .   President, Treasurer and
                                        Director

            Kevin M. Keeley . . . . .   Director

            Barbara G. Keeley . . . .   Secretary and Director

            Mark T. Keeley  . . . . .   Director

            John L. Keeley III  . . .   Director




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