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) December 17, 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 December 17, 1998 the
authorization of a stock repurchase of its Common Stock.
A Press Release announcing the actions described above was issued by the
Company on December 17, 1998 and is attached hereto as Exhibit 99.5.
Item 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
99.5 Press Release dated December 17, 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
--------------------------
Name: Michael P. Sabanos
Title: Senior Vice President &
Chief Financial Officer
Dated: December 18, 1998
Exhibit 99.5
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 STOCK REPURCHASE AUTHORIZATION
NEW YORK, NY December 17, 1998 - KAYE GROUP INC. (NASDAQ-KAYE) today announced
that its Board of Directors has authorized the repurchase of up to 300,000
shares, or 3.5% of its outstanding Common Stock. Purchases will be made from
time to time in the open market and/or through privately-negotiated
transactions, subject to general market and other conditions. The Company
estimates that purchases will be made over a period of two years. The buyback
program will be financed out of internally generated corporate funds. Shares
acquired are expected to be available for later issue to fund acquisitions, for
use in employee benefit plans and for other corporate purposes.
Bruce D. Guthart, Chairman of the Board of Directors and Chief Executive
Officer, said, "The Company believes that an offer of its shares is a
substantial incentive to anyone considering an acquisition by the Company. The
stock repurchase program reflects the Company's strong financial position and
confidence in its long-term prospects."
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Exhibit 99.5
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.
