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) January 7, 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.)
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122 East 42nd Street
New York, N.Y. 10168
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(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 6
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KAYE GROUP INC.
INDEX
Item 5. Other Events
Kaye Group Inc. (the "Company") announced on January 7, 1998 several
changes in its Board of Directors.
A Press Release announcing the actions described above was issued by the
Company on January 7, 1998 and is attached hereto as Exhibit 99.3.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
99.3 Press Release dated January 7, 1998, issued by the Company.
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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
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Name: Michael P. Sabanos
Title: Senior Vice President &
Chief Financial Officer
Dated: January 8, 1998
Page 1 of 3
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 ANNOUNCES BOARD REALIGNMENT
NEW YORK, NEW YORK January 7, 1998 - KAYE GROUP INC. (NASDAQ-KAYE) today
announced several changes in its Board of Directors and key executives
assignments within the company, effective December 31, 1997.
* Bruce D. Guthart has been elected Chairman of the Board and will
remain President and Chief Executive Officer of the company.
* Howard A. Kaye, while staying on the Board, has relinquished its
chairmanship and will remain the Chairman of the company's retail
insurance brokerage subsidiaries.
* Lawrence Greenfield, formerly Vice-Chairman of the Board, has stepped
down from that position and will remain Vice Chairman of Kaye
Insurance Associates, Inc., the company's largest retail insurance
brokerage subsidiary.
New Board Members
In addition, two new Board members have been elected: Michael P. Sabanos,
currently Senior Vice President and Chief Financial Officer of the company; and
Elliot Cooperstone. Mr. Sabanos previously served as U.S. Corporate Finance
Director of Willis Corroon Group plc. and began his career in the insurance
practice of Deloitte & Touche. He is a member of the American Institute of
Certified Public Accountants, a graduate of Villanova University and holds an
MBA from New York University.
Mr. Cooperstone, who holds law degrees from McGill University in Montreal and an
MBA from the Wharton School at the University of Pennsylvania, is Executive Vice
President and Chief Financial Officer of Payroll Transfers Inc., a Tampa,
Florida privately-held employee administration outsourcing firm. Prior to his
current position, Cooperstone was President and Chief Executive Officer of
Alexander and Alexander, Inc., one of the world's largest insurance brokerage
organizations, before its acquisition by Aon Corporation in 1997. He has also
served previously in the senior management of the Travelers Group and as
Director of Strategic Planning at the Walt Disney Company.
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Exhibit 99.3
Page 2 of 3
Kaye and Greenfield in Brokerage Business Focus
Howard Kaye, in his position as Chairman of the retail brokerage operations,
will center his efforts on expanding production of new business and overseeing
the servicing of the firm's clients. Lawrence Greenfield will continue to direct
Kaye Insurance Associates' hospital/medical professional risk management
practice.
In addition to Bruce Guthart, Howard Kaye, Michael Sabanos, and Elliot
Cooperstone, the other Board members are: Robert L. Barbanell, President,
Barbanell Associates, Inc.; Richard B. Butler, Managing Director, ING Capital
Corporation; David Ezekiel, President, International Advisory Services,
Hamilton, Bermuda; and Ned Sherwood, Partner, ZS Fund, L.P.
Bruce Guthart, in announcing these changes, said, "As the company grows, the
many new opportunities for acquisition and creation of niche program business
require undivided attention. But expansion and servicing of our existing
traditional middle-market clientele and other important segments of our
business, such as service to the health care industry, also demand undiminished
expert management. These are areas in which Howard Kaye and Larry Greenfield
have grown the company with extraordinary success for many years, and where
their leadership is recognized throughout the industry. The realignment of Board
responsibilities will allow them to continue to focus their talents in these
profit centers for the company."
Commenting on the new Board members, Guthart said, "Michael Sabanos and Elliot
Cooperstone add significant strength to the Board. Since joining the company as
CFO in May, 1996, Michael has taken important initiatives in both financial
management and overall strategic planning. His additional input as a Board
member will be valuable. Elliot brings us much useful planning and management
experience, from both within and outside the insurance industry."
In additional news, the company announced that at a December 30, 1997 meeting,
stockholders approved a restructuring that merged Kaye Holding Corp. into Kaye
Group Inc. This eliminated the minority interest held by Kaye International,
L.P., the company's largest stockholder, and others, in Kaye Holding Corp. Mr.
Guthart said that this move should simplify financial reporting and make the
company's corporate structure more understandable.
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, retail stores, pharmacies,
contractors, and other industries.
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Exhibit 99.3
Page 3 of 3
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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