SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 28, 1997
KAYE GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21988 13-3719772
(State of other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification No.)
122 East 42nd Street
New York, N.Y. 10168
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 338-2100
Total number of pages filed including cover and under pages 5
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KAYE GROUP INC.
INDEX
Item 5. Other Events
Kaye Group Inc. (the "Company") announced on October 28, 1997 the
merger of Kaye Holding Corp. into Kaye Group Inc.
A Press Release announcing the actions described above was issued by
the Company on October 28, 1997 and is attached hereto as Exhibit
99.2.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
99.2 Press Release dated October 28, 1997, issued by the Company.
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EXHIBIT 99.2
Page 1 of 2
KAYE GROUP INC.
122 East 42nd Street
New York, New York 10168
================================================================================
NEWS RELEASE Contact Person: Michael P. Sabanos
Senior Vice President & C.F.O.
Phone: (212) 338 - 2100
FOR IMMEDIATE RELEASE Fax: (212) 867 - 0368
E-Mail: [email protected]
KAYE GROUP INC. ANNOUNCES MERGER OF
KAYE HOLDING CORP. INTO KAYE GROUP INC.
NEW YORK, NEW YORK, October 28, 1997 - KAYE GROUP INC. (NASDAQ-KAYE) today
announced that its board of directors unanimously approved a merger of Kaye
Holding Corp. into Kaye Group Inc. which will eliminate Kaye International
L.P.'s ("KILP") minority interest in Kaye Holding. KILP is Kaye Group Inc.'s
largest shareholder. Such approval followed a recommendation of a special
committee of the board consisting of independent directors.
The merger is subject to, among other things, the approval of Kaye Group's
stockholders. It is expected that such approval will be obtained, and the merger
will close prior to year end.
Bruce D. Guthart, President and Chief Executive Officer of Kaye Group Inc.
commented, "The merger will simplify financial reporting and make the Companies
corporate structure more understandable."
Kaye Group Inc., through its insurance brokerage subsidiaries, procures
property/casualty and employee benefits insurance and provides a full range of
brokerage and risk management services for commercial clients throughout the
country. Through its principal insurance company subsidiary, Old Lyme Insurance
Company of Rhode Island, Inc. (A.M. Best rated A- {Excellent}), the Company
underwrites property and casualty insurance for certain niche/affinity groups
consisting of restaurants, apartment buildings, retail stores, pharmacies,
contractors, and other industries.
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EXHIBIT 99.2
Page 2 of 2
CAUTIONARY STATEMENT
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. This press release or any other written or oral
statements made by or on behalf of the Company may include forward-looking
statements which reflect the Company's current views with respect to future
events and financial performance. These forward-looking statements are subject
to certain uncertainties and other factors that could cause actual results to
differ materially from such statements. These uncertainties and other factors
(which are described in more detail elsewhere in documents filed by the Company
with the Securities and Exchange Commission) include, but are not limited to,
uncertainties relating to general economic conditions and cyclical industry
conditions, uncertainties relating to government and regulatory policies,
volatile and unpredictable developments (including storms and catastrophes), the
legal environment, the uncertainties of the reserving process and the
competitive environment in which the Company operates. The words "believe",
"expect", "anticipate", "project", "plan", and similar expressions, identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of their dates. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KAYE GROUP INC.
By: /s/ Michael P. Sabanos
-----------------------
Name: Michael P. Sabanos
Title: Senior Vice President &
Chief Financial Officer
Dated: November 3, 1997
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