KAYE GROUP INC
8-K, 1997-09-16
FIRE, MARINE & CASUALTY INSURANCE
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                       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) August 29, 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


<PAGE>

                                 KAYE GROUP INC.

                                      INDEX

Item 5. Other Events

     Kaye Group Inc. (the "Company") announced on September 5, 1997 that
     favorable cash flow from operations enabled the Company to repay a $6
     million note earlier than expected.

     A Press Release announcing the actions described above was issued by the
     Company on September 5, 1997 and is attached hereto as Exhibit 99.1.

Item 7. Financial Statements and Exhibits

     (a)  Not applicable

     (b)  Not applicable

     (c)  Exhibits

          99.1 Press Release dated September 5, 1997, issued by the Company.



                                                                    Exhibit 99.1
 
                                 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 - 2273
FOR IMMEDIATE RELEASE            Fax:             (212) 867 - 0368
                                 E-Mail:          [email protected]



                         KAYE IN EARLY $6M DEBT PAYDOWN

     Repayment to largest shareholder saves $600,000 annual interest expense


NEW YORK, NEW YORK September 5, 1997 - KAYE GROUP INC.  (NASDAQ-KAYE)  announced
today that  favorable  cash flow from  operations has enabled them to repay a $6
million note on August 29, 1997, earlier than had been expected.  The promissory
note to Kaye International  L.P., the Company's largest  shareholder,  carried a
10% interest rate. The action followed  approval by the Company's bank lender of
the prepayment,  notwithstanding the note's  subordination to the revolving line
of credit provided by the bank.

Commenting on the action,  Michael P. Sabanos,  Kaye's Senior Vice President and
Chief Financial Officer,  said, "We're pleased that improved business production
and prudent  underwriting  has enabled us to take this step.  It will  eliminate
substantial  interest  expense and reduce our  debt-to-equity  ratio and overall
cost of capital."

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, pharmacies, contractors,
and other industries.


                                        3

<PAGE>


                              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 foward-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.

                                       4

<PAGE>


                                    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:  September 11, 1997

                                       5


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