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) May 27, 1998
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 May 27, 1998 the
dissolution of its largest stockholder.
A Press Release announcing the actions described above was issued by
the Company on May 27, 1998 and is attached hereto as Exhibit 99.4.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
99.4 Press Release dated May 27, 1998, issued by the Company.
Exhibit 99.4
Page 1 of 2
KAYE GROUP INC.
122 EAST 42ND STREET
NEW YORK, NY 10168
WWW.KAYEGROUP.COM
================================================================================
NEWS RELEASE Contact Person: Michael P. Sabanos
Senior Vice President & C.F.O.
FOR IMMEDIATE RELEASE Phone: (212) 338-2100
Fax: (212) 867-0368
E-Mail : [email protected]
KAYE ANNOUNCES LARGEST STOCKHOLDER'S DISSOLUTION
Acquisition Strategy to Benefit
NEW YORK, NY May 27, 1998- KAYE GROUP INC. (NASDAQ-KAYE) today reported that
Kaye International L.P. (KILP), the company's largest shareholder, was dissolved
effective May 12, 1998. As a result, the approximately 6,100,000 shares of Kaye
Group Inc. held by KILP have been distributed to its partners, consisting of
several individuals and entities. Ultimately, certain of those entities may
distribute their shares to their partners/owners.
Michael P. Sabanos, the company's Chief Financial Officer, said that this will
increase the company's float by making KILP's historically held shares of Kaye
Group Inc. available for public trading on the NASDAQ National Market. He added
that the company expects the dissolution will allow it to undertake acquisitions
using the pooling-of-interests, or merger, accounting method, beginning in the
year 2000.
Commenting further, Mr. Sabanos said, "We welcomed this action by KILP as being
in the best interests of the company. It further simplifies the corporate
structure and will make it easier to implement our acquisition strategy and grow
the company."
Kaye Group Inc., through its insurance brokerage subsidiaries, procures
property/casualty and employee benefit 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, churches, retail stores,
pharmacies, contractors, and other industries.
# # #
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Exhibit 99.4
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: June 9, 1998
