KAYE GROUP INC
8-K, 1999-07-20
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) July 13, 1999


                                 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") on July 13, 1999 reported a partial client
     account loss; expects third quarter shortfall but record earnings for 1999.

     A Press Release  announcing the actions  described  above was issued by the
     Company on July 13, 1999 and is attached hereto as Exhibit 99.6.

Item 7. Financial Statements and Exhibits

     (a)  Not applicable

     (b)  Not applicable

     (c)  Exhibits

     99.6 Press Release dated July 13, 1999, issued by the Company.


                                       2

<PAGE>





                                                                    Exhibit 99.6
                                                                     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 & CFO
FOR IMMEDIATE RELEASE              Phone: (212) 338-2273
                                   Fax: (212) 867-0368
                                   E-Mail: [email protected]

                    KAYE REPORTS PARTIAL CLIENT ACCOUNT LOSS
          Expects Third Quarter Shortfall but Record Earnings for 1999

NEW YORK,  NY July 13, 1999 KAYE GROUP INC.  (Nasdaq-KAYE)  today  reported that
effective July 1, 1999 they no longer served as primary insurance broker for the
Combined Coordinating Council, Inc. CCC is a New York City-based risk management
service organization for several  metropolitan area hospitals,  and has been one
of the company's  largest accounts.  Michael P. Sabanos,  Kaye's Chief Financial
Officer,  said that the loss of CCC revenue  will result in an expected  drop in
Kaye's  calendar  third  quarter 1999  earnings  compared to the calendar  third
quarter last year. He added,  however,  that  continued  business  growth should
result in record earnings for the full year. Mr. Sabanos  commented,  "Attrition
is an  unpleasant  but  inevitable  fact  of the  highly  competitive  insurance
business.  Overall, our retention rate is on par with the industry." The company
said it expects to report  second and third  quarter  earnings  on July 26th and
October 25th, respectively.

Bruce D. Guthart,  Kaye Chairman,  President,  and Chief Executive Officer, said
that he  regretted  the  loss of the  business,  and  added,  "We do  everything
reasonably  possible to retain all  profitable  business,  but we've also worked
very successfully to keep new accounts coming in the door. The good news is that
our  core  retail  and  wholesale  businesses  today-  middle-market  commercial
accounts and small business niche program accounts- are thriving. Strong organic
growth and several  accretive  acquisitions  made in the last twelve  months are
driving us to our best year ever."

Kaye Group Inc. offers insurance  brokerage,  risk management,  and underwriting
services throughout the country. Kaye's retail and wholesale insurance brokerage
subsidiaries  procure  property/casualty  and employee  benefits  insurance  and
provide a full range of brokerage and risk  management  services for  commercial
and individual  clients,  as well as other insurance agents and brokers.  Kaye's
principal  insurance  company  subsidiary is Old Lyme Insurance Company of Rhode
Island,  Inc. (A.M. Best rated A- (Excellent)).  Old Lyme underwrites low limits
of property and casualty  insurance for certain  niche/affinity  group  accounts
produced by the brokerage subsidiaries.  These accounts include residential real
estate, restaurants, "Main Street" stores and service establishments, automobile
service stations, contractors, and other businesses.

                                       3

<PAGE>

                                                                    Exhibit 99.6
                                                                     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  that  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.


                                      # # #



                                       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:  July 16, 1999



                                       5

<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:  July 16, 1999




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