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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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.
10 SOUTH BROADWAY, SUITE 2000, ST. LOUIS, MISSOURI 63102 (314) 241-9090
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 28, 1998
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(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(e), (f) or (g), check the following
box [ ].
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 486589104 13D Page 2 of 6 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (entities only)
WOODBOURNE PARTNERS, L.P.
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2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO
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5 Check 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
MISSOURI
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Number of 7 Sole Voting Power
Shares 735,711, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5.
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Beneficially 8 Shared Voting Power
Owned by 76,634, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5.
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Each 9 Sole Dispositive Power
Reporting 735,711, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5.
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10 Shared Dispositive Power
Person With
76,634, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5.
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
812,345, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5.
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) / /
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13 Percent of Class Represented by Amount in Row (11)
9.6%
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14 Type of Reporting Person (See Instructions)
PN
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CUSIP No. 486589104 13D Page 3 of 6 Pages
AMENDMENT NO. 3 TO SCHEDULE 13D
John D. Weil 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, as amended by Amendment
No. 1 filed June 17, 1997 and Amendment No. 2 filed June 27, 1997. As reported
in Amendment No. 1 filed June 17, 1997, all shares of Stock previously reported
as beneficially owned by Mr. Weil, members of his family, family trusts or the
partnership controlled by Mr. Weil were transferred to Woodbourne Partners, L.P.
(the "Reporting Person"). In this regard, Item 2, Item 4, Item 5 and Item 6 are
hereby amended as follow. All other items are unchanged from the initial filing.
ITEM 2. Identity and Background.
(a) Woodbourne Partners, L.P. ("Reporting Person")
State of Organization: Missouri.
Principal Business: Investments.
Address: 200 N. Broadway, Suite 825
St. Louis, Missouri 63102
General Partner: Clayton Management Company.
(d) No.
(e) No.
Information on General Partner and Controlling Persons pursuant to
Instruction C:
(a) Clayton Management Company (General Partner of the Reporting
Person).
State of Organization: Missouri.
Principal Business: Investments.
Address: 200 N. Broadway, Suite 825
St. Louis, Missouri 63102
Sole Director: John D. Weil.
Executive Officers: John D. Weil - President/Secretary.
Thomas E. Kahn - Assistant Secretary.
Sole Shareholder: John D. Weil.
(d) No.
(e) No.
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CUSIP No. 486589104 13D Page 4 of 6 Pages
(a) John D. Weil (Sole Director and Shareholder of the General
Partner of the Reporting Person).
(b) 200 N. Broadway, Suite 825, St. Louis, Missouri
63102.
(c) Self-employed investor, 200 N. Broadway, Suite 825,
St. Louis, Missouri 63102.
(d) No.
(e) No.
(f) U.S.A.
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.
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CUSIP No. 486589104 13D Page 5 of 6 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 812,345 shares of Stock in the manner hereinafter
described:
<TABLE>
<CAPTION>
Percentage of
Relationship to Number Outstanding
Shares Held in Name of Reporting Person of Shares Securities
---------------------- ---------------- --------- ----------
<S> <C> <C> <C>
Woodbourne Partners, L.P. Reporting Person 735,711 8.7%
Forsyth Joint Venture (1) 76,634 .9%
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TOTAL 812,345 9.6%
========== =====
</TABLE>
The foregoing percentages assume that the Issuer has 8,474,435 shares of
Stock outstanding.
All shares held in the name of joint venture are reported as beneficially
owned by the Reporting Person because family members of Mr. Weil (the sole
shareholder and director of the corporate general partner of the Reporting
Person) may seek investment advise or voting advise from such individual.
AS PROVIDED IN S.E.C. REGULATION ss.240.13d-4, THE REPORTING PERSON HEREBY
DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT IT 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).
(c)
<TABLE>
<CAPTION>
Number Price Transaction
Purchase in the Name of Date of Shares Per Share Made Through
----------------------- ---- --------- --------- ------------
<S> <C> <C> <C> <C>
Forsyth Joint Venture 8/24/98 25,134 6.8125 Ernst & Co.
Forsyth Joint Venture 8/28/98 2,000 6.625 Ernst & Co.
Forsyth Joint Venture 9/1/98 9,500 6.6875 Ernst & Co.
Forsyth Joint Venture 9/10/98 40,000 6.7188 Ernst & Co.
Woodbourne Partners, L.P. 9/11/98 40,000 6.625 Ernst & Co.
Woodbourne Partners, L.P. 9/16/98 6,000 6.625 Ernst & Co.
Woodbourne Partners, L.P. 9/17/98 11,770 6.375 Ernst & Co.
(d) Not applicable.
(e) Not applicable.
</TABLE>
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1 Joint venture among charitable foundation created by Mr. Weil and charitable
foundations created by certain members of Mr. Weil's family.
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CUSIP No. 486589104 13D Page 6 of 6 Pages
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
A charitable foundation created by Mr. Weil (the sole shareholder and
director of the corporate general partner of the Reporting Person) along with
charitable foundations created by certain of Mr. Weil's family members have
entered into the joint venture 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.
WOODBOURNE PARTNERS, L.P.
by its General Partner, CLAYTON
MANAGEMENT COMPANY
/s/ John D. Weil
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John D. Weil, President
September 21, 1998
