<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KAYE GROUP INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
486589 10 4
(CUSIP Number)
Douglas A. Brown Glen E. Hess, P.C.
ZS Pubco I L.P. Kirkland & Ellis
One Windward Lane 153 East 53rd Street
Stamford, CT 06903 New York, NY 10022
(212) 398-6200 (212) 446-4800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 1999
(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(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this statement: [ ]
(Continued on following pages)
(Page 1 of 10)
<PAGE> 2
CUSIP No. 486589-10-4 Page 2 of 10
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1) Name of Reporting Person ZS Pubco I L.P.
S.S. or I.R.S. Identification No. of Above Person 22-3644654
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2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [x]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds OO
- --------------------------------------------------------------------------------
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 Delaware
Organization
- --------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power 754,027 shares of Common
Beneficially Owned Stock, $.01 par value
by Each Reporting
Person With: 8) Shared Voting Power -0-
9) Sole Dispositive Power 754,027 shares of Common
Stock, $.01 par value
10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each 754,027 shares of Common
Reporting Person Stock, $.01 par value
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12) Check if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 8.9%
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14) Type of Reporting Person PN
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<PAGE> 3
CUSIP No. 486589-10-4 Page 3 of 10
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1) Name of Reporting Person ZS Pubco I L.L.C.
S.S. or I.R.S. Identification No. of Above Person 22-3644652
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2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [x]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds OO
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place of Delaware
Organization
- --------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power 754,027 shares of Common
Beneficially Owned Stock, $.01 par value
by Each Reporting
Person With: 8) Shared Voting Power -0-
9) Sole Dispositive Power 754,027 shares of Common
Stock, $.01 par value
10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each 754,027 shares of Common
Reporting Person Stock, $.01 par value
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12) Check if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 8.9%
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14) Type of Reporting Person OO
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CUSIP No. 486589-10-4 Page 4 of 10
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1) Name of Reporting Person Robert A. Horne
S.S. or I.R.S. Identification No. of Above Person
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2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [x]
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3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds 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 United States of America
Organization
- --------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power 19,168 shares of Common
Beneficially Owned Stock, $.01 par value
by Each Reporting
Person With: 8) Shared Voting Power 762,665 shares of Common
Stock, $.01 par value
9) Sole Dispositive Power 19,168 shares of Common
Stock, $.01 par value
10) Shared Dispositive Power 762,665 shares of Common
Stock, $.01 par value
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11) Aggregate Amount Beneficially Owned by Each 781,883 shares of Common
Reporting Person Stock, $.01 par value
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12) Check if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares
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13) Percent of Class Represented by Amount in Row (11) 9.3%
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14) Type of Reporting Person IN
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CUSIP No. 486589-10-4 Page 5 of 10
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1) Name of Reporting Person Douglas A. Brown
S.S. or I.R.S. Identification No. of Above Person
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2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [x]
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3) SEC Use Only
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4) Source of Funds 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 United States of America
Organization
- --------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power 16,776 shares of Common
Beneficially Owned Stock, $.01 par value
by Each Reporting
Person With: 8) Shared Voting Power 754,027 shares of Common
Stock, $.01 par value
9) Sole Dispositive Power 16,776 shares of Common
Stock, $.01 par value
10) Shared Dispositive Power 754,027 shares of Common
Stock, $.01 par value
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11) Aggregate Amount Beneficially Owned by Each 770,803 shares of Common
Reporting Person Stock, $.01 par value
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12) Check if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 9.1%
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14) Type of Reporting Person IN
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<PAGE> 6
CUSIP No. 486589-10-4 Page 6 of 10
Schedule 13D
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of Kaye Group Inc.,
a Delaware corporation (the "Issuer"). As of May 7, 1999 there were 8,441,435
shares of Common Stock outstanding. The principal executive office of the Issuer
is located at 122 East 42nd Street, New York, New York 10168.
Item 2. Identity and Background
(a) This statement is being jointly filed by each of the following
persons pursuant to Rule 13d-(1)(f) under the Securities Exchange Act of 1934,
as amended (the "Act"): (i) ZS Pubco I L.P., a Delaware limited partnership (the
"Partnership"), by virtue of its direct beneficial ownership of Common Stock;
(ii) ZS Pubco I L.L.C., a Delaware limited liability company (the "GP"), by
virtue of its position as general partner of the Partnership; (iii) Robert A.
Horne, an individual, by virtue of his position as a managing member of the GP;
and (iv) Douglas A. Brown, an individual, by virtue of his position as a
managing member of the GP. The General Partner, the Partnership, Mr. Horne and
Mr. Brown are collectively referred to herein as the "Reporting Persons."
Certain information required by this Item 2 concerning the directors and
executive officers of the GP and each person ultimately in control of each
Reporting Person is set forth on Annex A attached hereto, which is incorporated
herein by reference.
The Reporting Persons may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act. The Reporting Persons expressly
disclaim that they have agreed to act as a group other than as described in this
Statement.
(b) The address of the principal business and principal office of each
Reporting Person is 120 West 45th Street, Suite 2600, New York, New York 10036.
(c) The principal business of the Partnership and the GP is acquiring,
holding, monitoring the performance of, and ultimately disposing of, an
investment in the Issuer. Messrs. Horne and Brown are partners of The ZS Fund
L.P., a Delaware limited partnership, a private investment firm.
(d) During the last five years, none of the Reporting Persons and, to
the best knowledge of the Reporting Persons, none of the persons named in Annex
A to this Statement, have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
<PAGE> 7
CUSIP No. 486589-10-4 Page 7 of 10
(e) During the last five years, none of the Reporting Persons and, to
the best knowledge of the Reporting Persons, none of the person named in Annex A
to this Statement, were a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Except as otherwise indicated on Annex A, all persons named in
Annex A to this Statement are citizens of the United States.
Item 3. Source and Amount of Funds and Other Consideration.
On May 10, 1999, the Partnership entered into agreements to purchase
754,027 shares of Common Stock (the "Acquired Shares") and entered into an
agreement to purchase an additional 375,215 shares of Common Stock, subject to
regulatory approval (the "Additional Shares"). The aggregate consideration to be
paid by the Partnership for the Acquired Shares of is $5,089,682 and the
aggregate consideration to be paid by the Partnership for the Additional Shares
is $2,532,702. The source of funds for the Partnership's acquisition of all of
such shares is capital contributions made by the limited partners and the
general partner of the Partnership. The limited partners and the general partner
of the Partnership have made additional aggregate capital commitments of
approximately $7,400,000, which is expected to be available to purchase
additional securities.
Item 4. Purpose of Transaction.
The purchases of the Acquired Shares and the Additional Shares
described in Item 3 are being made for investment purposes and with the
intention to confer with management and participate in major corporate actions.
Item 5. Interest in Securities of the Issuer.
(a) The following information is based upon 8,441,435 shares of Common
Stock outstanding and assumes acquisition of the Acquired Shares but not the
Additional Shares:
(i) The Partnership directly owns 754,027 shares of Common
Stock, or 8.9% of the Common Stock outstanding. In addition, the
Partnership expects to acquire a 12% limited partnership interest in
Kaye Investments, L.P., which owns 2,216,140 shares of Common Stock.
However, the Partnership will have no power to vote or dispose of any
shares held by Kaye Investments, L.P. and disclaims beneficial
ownership of such shares of Common Stock.
(ii) By virtue of its position as general partner of the
Partnership, the GP may be deemed to possess indirect beneficial
ownership of the Common Stock beneficially owned by the Partnership.
<PAGE> 8
CUSIP No. 486589-10-4 Page 8 of 10
(iii) Mr. Horne directly owns 19,168 shares of Common Stock,
or approximately 0.2% of the Common Stock outstanding. In addition, The
ZS Fund L.P., a Delaware limited partnership of which Mr. Horne is a
managing partner, owns 8,638 shares of Common Stock, representing less
than 1% of the Common Stock outstanding. Accordingly, he may be deemed
to possess indirect beneficial ownership of the Common Stock held by
The ZS Fund L.P. Further, by virtue of his role as a managing member of
the GP, Mr. Horne may be deemed to possess indirect beneficial
ownership of the Common Stock beneficially owned by the Partnership.
(iv) Mr. Brown directly owns 16,776 shares of Common Stock, or
approximately 0.2% of the Common Stock outstanding. In addition, by
virtue of his role as a managing member of the GP, Mr. Brown may be
deemed to possess indirect beneficial ownership of the Common Stock
beneficially owned by the Partnership.
(b) For each person described in Item 5(a), the number of shares as to
which there is sole power to vote or to direct the vote, shared power to vote or
to direct the vote, or sole or shared power to dispose or to direct the
disposition, is shown on the pages constituting the second part of the cover
page. The power to vote or to direct the vote, and to dispose of or direct the
disposition of, the 754,027 shares owned by the Partnership is shared by the
managing members of the GP. The managing members of the GP are Mr. Horne and
Brown. No Reporting Person has voting or dispositive power over the shares
indirectly owned by the Partnership through a limited partnership interest in
Kaye Investments, L.P. that it expects to acquire.
(g) None of the Reporting Persons has effected any transactions in
Common Stock during the past 60 days except as described herein.
(h) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by the persons reported above.
Item 6. Contracts, Arrangements, Understandings or Relationships, etc.
Each of the limited partners of the Partnership has agreed to use such
person's reasonable best interests to cause any additional shares of the
Issuer's common stock or securities convertible into such common stock acquired
prior to December 31, 1999 to be made through the Partnership.
Item 7. Material to be Filed as Exhibits.
Exhibit 3(a) Stock Purchase Agreement dated May 10, 1999 by and
among ZS Pubco I L.P., Paul Capital Partners V, L.P.,
Paul Capital Partners V (Domestic Annex Fund), L.P.,
and Paul Capital Partners V International, L.P.
<PAGE> 9
CUSIP No. 486589-10-4 Page 9 of 10
Exhibit 3(b) Stock Purchase Agreement dated May 10, 1999 by and
between ZS Pubco I L.P. and Court Square Capital Ltd.
Exhibit 3(c) Stock Purchase Agreement dated May 10, 1999 by and
among ZS Pubco I L.P., Summit Investors L.P. and
Summit Ventures II L.P.
Exhibit 99 Agreement Concerning Joint Filing of Schedule 13D
<PAGE> 10
CUSIP No. 486589-10-4 Page 10 of 10
Signature
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.
Dated: May 20, 1999
ZS PUBCO I L.P.
By: ZS Pubco I L.L.C., its General Partner
By: /s/ Douglas A. Brown
__________________________________
Name: Douglas A. Brown
Title: Manager
ZS PUBCO I L.L.C.
By: /s/ Douglas A. Brown
______________________________________
Name: Douglas A. Brown
Title: Manager
/s/ Robert A. Horne
__________________________________
Robert A. Horne
/s/ Douglas A. Brown
__________________________________
Douglas A. Brown
<PAGE> 11
ANNEX A
(Executive Officers and Managing Members of ZS Pubco I L.L.C.)
Information required by Item 2 of Schedule 13D.
<TABLE>
<S> <C>
Name: Robert A. Horne (Managing Member of ZS Pubco I L.L.C.)
Business Address: 120 West 45th Street, Suite 2600, New York, New York 10036
Occupation and name, principal Partner, The ZS Fund, 120 West 45th
business address of employer: Street, Suite 2600, New York, New York 10036
Name: Douglas A. Brown (Managing Member of ZS Pubco I L.L.C.)
Business Address: 120 West 45th Street, Suite 2600, New York, New York 10036
Occupation and name, principal Partner, The ZS Fund, 120 West 45th
business address of employer: Street, Suite 2600, New York, New York 10036
</TABLE>
<PAGE> 12
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
Exhibit 3(a) Stock Purchase Agreement dated May 10, 1999 by and
among ZS Pubco I L.P., Paul Capital Partners V, L.P.,
Paul Capital Partners V (Domestic Annex Fund), L.P.,
and Paul Capital Partners V International, L.P.
Exhibit 3(b) Stock Purchase Agreement dated May 10, 1999 by and
between ZS Pubco I L.P. and Court Square Capital Ltd.
Exhibit 3(c) Stock Purchase Agreement dated May 10, 1999 by and
among ZS Pubco I L.P., Summit Investors L.P. and Summit
Ventures II L.P.
Exhibit 99 Agreement Concerning Joint Filing of Schedule 13D
<PAGE> 1
EXHIBIT 3(a)
EXECUTION COPY
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into
as of May 10, 1999 by and among ZS PUBCO I L.P., a Delaware limited partnership
("Buyer") and Paul Capital Partners V, L.P. ("Paul"), Paul Capital Partners V
(Domestic Annex Fund), L.P. ("Domestic"), and Paul Capital Partners V
International, L.P. (together with Paul and Domestic, the "Sellers", and each
individually, a "Seller").
1. PURCHASE AND SALE OF STOCK.
(a) Upon the terms and subject to the conditions contained herein, each
Seller hereby irrevocably agrees to sell, convey, transfer, assign and deliver
to Buyer the number of shares of common stock, par value $.01 per share (the
"Stock") of Kaye Group Inc. (the "Company") set forth below its name on the
signature page hereto, and Buyer hereby agrees to acquire from the Sellers an
aggregate of 439,849 (the "Shares") of the Stock at a price of $6.75 per share
(the "Per Share Price"). The closing of the transactions contemplated hereby
(the "Closing") shall be held at the offices of Kirkland & Ellis, 153 East 53rd
Street, New York, New York 10022, at 10:00 a.m., local time, on the date that is
ten (10) business days after the satisfaction or waiver of all conditions to
closing contained in paragraph 2 below or such other time and/or place as the
parties hereto otherwise agree (the "Closing Date").
(b) At the Closing Buyer shall pay to each Seller an aggregate amount
equal to the product of the number of Shares to be purchased on such date from
such Seller and the Per Share Price (the "Purchase Price"), by cashier's or
certified check or wire transfer of immediately available funds to an account or
accounts designated by such Seller, and in consideration of the Purchase Price,
Sellers shall deliver or cause to be delivered to the Buyer, certificates
evidencing the number of Shares being purchased at such Closing free and clear
of any and all liens, claims, pledges, charges, encumbrances or restrictions on
transfer whatsoever, in each case duly endorsed in blank for transfer or
accompanied by stock powers duly executed in blank or by such other instruments
for transfer as shall be reasonably acceptable to Buyer.
2. CLOSING CONDITIONS. The obligation of Buyer to purchase the Stock from
Sellers hereunder is subject and conditioned upon the expiration of all
applicable waiting periods, if any, pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. Buyer hereby agrees to use commercially
reasonable efforts to obtain the approvals (or waivers) required hereunder and
shall promptly file any such documents or provide such information as may be
reasonably necessary to obtain such approvals (or waivers) and shall promptly
respond to any inquiries from the relevant government officials with respect
thereto.
<PAGE> 2
EXECUTION COPY
3. REPRESENTATIONS & WARRANTIES.
(a) Sellers. As a material inducement to Buyer to purchase the
Shares, each Seller hereby represents and warrants that: (i) this Agreement
constitutes the valid and legally binding obligation of the Seller, enforceable
in accordance with its terms and conditions; (ii) Seller is sophisticated in
financial matters and is able to evaluate the risks and benefits of the sale of
the Shares; Seller has determined that the sale of the Shares is suitable for
the Seller, based upon its financial situation and needs, as well as its other
securities holdings; (iii) Seller has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the sale of the Shares
and has had full access to such other information concerning the Company and its
subsidiaries and affiliates as he or it, as the case may be, has requested in
order to evaluate the merits and risks inherent in selling the Shares; (iv)
Seller has received and reviewed, or has had the opportunity to review, all
reports and other documents filed by the Company with the Securities and
Exchange Commission; and (v) Seller acknowledges that one or more affiliates of
Buyer may be directors or officers of the Company, and Seller acknowledges and
agrees that OTHER THAN THE REPRESENTATIONS SPECIFIED IN THIS AGREEMENT, NO PARTY
HAS MADE NOR IS SELLER RELYING UPON ANY EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES OF ANY TYPE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR
WARRANTIES CONCERNING THE COMPANY'S PAST OR FUTURE PERFORMANCE, WHETHER POSITIVE
OR NEGATIVE, OR AS TO THE CURRENT OR FUTURE VALUE OF THE SHARES. THE PARTIES
AGREE THAT THE PER SHARE PRICE IS NOT BASED ON ANY CALCULATION OF THE COMPANY'S
PAST OR FUTURE PERFORMANCE, BUT HAS BEEN AGREED BY THE PARTIES IN AN ARM'S
LENGTH NEGOTIATION.
(b) Buyer. As a material inducement to the Sellers to sell the
Shares, Buyer hereby represents and warrants that: (i) this Agreement
constitutes the valid and legally binding obligation of the Buyer, enforceable
in accordance with its terms and conditions; and (ii) except as provided herein,
Buyer need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency in
order to consummate the transactions contemplated by this Agreement.
4. GENERAL PROVISIONS.
(a) Confidentiality. Each of Buyer and each Seller agrees that
neither it nor any of its directors, officers, employees, agents or affiliates,
shall make any public announcement with respect to this Agreement or the
transactions contemplated hereby, or disclose the terms or existence of this
Agreement to any third party, except to the extent required by applicable law,
without the prior written consent of the other party hereto.
(b) Successors and Assigns. Except as otherwise provided herein,
this Agreement shall bind and inure to the benefit of and be enforceable by
Buyer, Sellers and their respective successors and assigns.
<PAGE> 3
EXECUTION COPY
(c) CHOICE OF LAW. THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS OR CHOICE OF LAW OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION
WHICH WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THEN
THE STATE OF NEW YORK.
(d) Entire Agreement. This Agreement contains the complete agreement
between the parties and supersedes any prior understandings, agreements or
representations by or between the parties, written or oral, which may have
related to the subject matter hereof in any way.
* * * * *
-3-
<PAGE> 4
EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date and year first above written.
ZS PUBCO I L.P.
By: ZS PUBCO I L.L.C., its general partner
By: /s/ Douglas A. Brown
------------------------------------
Name: Douglas A. Brown
Title: Manager
PAUL CAPITAL PARTNERS V, L.P.
By: /s/ Bryon T. Sheets
------------------------------------
Name: Bryon T. Sheets, Manager
Title: Paul Capital Management LLC,
its General Partner
Number of Shares transferred: 392,521
PAUL CAPITAL PARTNERS V (DOMESTIC ANNEX
FUND), L.P.
By: /s/ Bryon T. Sheets
------------------------------------
Name: Bryon T. Sheets, Manager
Title: Paul Capital Management LLC,
its General Partner
Number of Shares transferred: 33,033
PAUL CAPITAL PARTNERS V INTERNATIONAL, L.P.
By: /s/ Bryon T. Sheets
------------------------------------
Name: Bryon T. Sheets, Manager
Title: Paul Capital Management LLC,
its General Partner
Number of Shares transferred: 14,295
<PAGE> 1
EXHIBIT 3(b)
EXECUTION COPY
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into
as of May 10, 1999 by and among ZS Pubco I L.P., a Delaware limited partnership
("Buyer") and Court Square Capital Ltd. ("Seller").
1. PURCHASE AND SALE OF STOCK.
(a) Upon the terms and subject to the conditions contained herein, Seller
hereby irrevocably agrees to sell, convey, transfer, assign and deliver to
Buyer, and Buyer hereby agrees to acquire from Seller 314,178 shares (the
"Shares") of common stock, par value $.01 per share (the "Stock") of Kaye Group
Inc. (the "Company") at a price of $6.75 per share (the "Per Share Price"). The
closing of the transactions contemplated hereby (the "Closing") shall be held at
the offices of Kirkland & Ellis, 153 East 53rd Street, New York, New York 10022,
at 10:00 a.m., local time, on the date that is ten (10) business days after the
satisfaction or waiver of all conditions to closing contained in paragraph 2
below or such other time and/or place as the parties hereto otherwise agree (the
"Closing Date").
(b) At the Closing Buyer shall pay to Seller an aggregate amount equal to
the product of the number of Shares to be purchased on such date and the Per
Share Price (the "Purchase Price"), by cashier's or certified check or wire
transfer of immediately available funds to an account or accounts designated by
Seller, and in consideration of the Purchase Price, Seller shall deliver or
cause to be delivered to the Buyer, certificates evidencing the number of Shares
being purchased at such Closing free and clear of any and all liens, claims,
pledges, charges, encumbrances or restrictions on transfer whatsoever, in each
case duly endorsed in blank for transfer or accompanied by stock powers duly
executed in blank or by such other instruments for transfer as shall be
reasonably acceptable to Buyer.
2. CLOSING CONDITIONS. The obligation of Buyer to purchase the Stock from
Seller hereunder is subject and conditioned upon the expiration of all
applicable waiting periods, if any, pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. Buyer hereby agrees to use commercially
reasonable efforts to obtain the approvals (or waivers) required hereunder and
shall promptly file any such documents or provide such information as may be
reasonably necessary to obtain such approvals (or waivers) and shall promptly
respond to any inquiries from the relevant government officials with respect
thereto.
3. REPRESENTATIONS & WARRANTIES.
(a) Seller. As a material inducement to Buyer to purchase the
Shares, Seller hereby represents and warrants that: (i) this Agreement
constitutes the valid and legally binding
<PAGE> 2
EXECUTION COPY
obligation of the Seller, enforceable in accordance with its terms and
conditions; (ii) Seller is sophisticated in financial matters and is able to
evaluate the risks and benefits of the sale of the Shares; Seller has determined
that the sale of the Shares is suitable for the Seller, based upon its financial
situation and needs, as well as its other securities holdings; (iii) Seller has
had the opportunity to ask questions and receive answers concerning the terms
and conditions of the sale of the Shares and has had full access to such other
information concerning the Company and its subsidiaries and affiliates as he or
it, as the case may be, has requested in order to evaluate the merits and risks
inherent in selling the Shares; (iv) Seller has received and reviewed, or has
had the opportunity to review, all reports and other documents filed by the
Company with the Securities and Exchange Commission (the "SEC"); and (v) Seller
acknowledges that one or more affiliates of Buyer may be directors or officers
of the Company, and Seller acknowledges and agrees that OTHER THAN THE
REPRESENTATIONS SPECIFIED IN THIS AGREEMENT, NO PARTY HAS MADE NOR IS SELLER
RELYING UPON ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY TYPE,
INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE
COMPANY'S PAST OR FUTURE PERFORMANCE, WHETHER POSITIVE OR NEGATIVE, OR AS TO THE
CURRENT OR FUTURE VALUE OF THE SHARES. THE PARTIES AGREE THAT THE PURCHASE PRICE
IS NOT BASED ON ANY CALCULATION OF THE COMPANY'S PAST OR FUTURE PERFORMANCE, BUT
HAS BEEN AGREED BY THE PARTIES IN AN ARM'S LENGTH NEGOTIATION.
(b) Buyer. As a material inducement to Seller to sell the Shares,
Buyer hereby represents and warrants that: (i) this Agreement constitutes the
valid and legally binding obligation of the Buyer, enforceable in accordance
with its terms and conditions; and (ii) except as provided herein, Buyer need
not give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.
4. GENERAL PROVISIONS.
(a) Termination. In the event that the Closing shall not have
occurred on or prior to the date that is 30 business days after the date hereof,
either Buyer or Seller shall have the right to terminate this Agreement by
giving written notice to the other and the sale and purchase of the Stock may be
abandoned. If this Agreement is terminated pursuant to this paragraph all rights
and obligations of the parties hereunder shall terminate and no party shall have
any liability to the other party except for obligations of the parties hereto
with respect to confidentiality, which shall survive the termination of this
Agreement.
(b) Confidentiality. Each of Buyer and Seller agrees that neither it
nor any of its directors, officers, employees, agents or affiliates, shall make
any public announcement with respect to this Agreement or the transactions
contemplated hereby, or disclose the terms or existence of this Agreement to any
third party, except to the extent required by applicable law, without the prior
written consent of the other party hereto.
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<PAGE> 3
EXECUTION COPY
(c) Successors and Assigns. Except as otherwise provided herein,
this Agreement shall bind and inure to the benefit of and be enforceable by
Buyer, Seller and their respective successors and assigns.
(d) CHOICE OF LAW. THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS OR CHOICE OF LAW OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION
WHICH WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THEN
THE STATE OF NEW YORK.
(e) Entire Agreement. This Agreement contains the complete agreement
between the parties and supersedes any prior understandings, agreements or
representations by or between the parties, written or oral, which may have
related to the subject matter hereof in any way.
* * * * *
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<PAGE> 4
EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date and year first above written.
ZS PUBCO I L.P.
By: ZS PUBCO I L.L.C., its general partner
By: /s/ Douglas A. Brown
-----------------------------------
Name: Douglas A. Brown
Title: Manager
COURT SQUARE CAPITAL LTD.
By: /s/
------------------------------------
Name:
Title:
<PAGE> 1
EXHIBIT 3(c)
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into
as of May 10, 1999 by and among ZS Pubco I L.P., a Delaware limited partnership
("Buyer") and Summit Investors L.P. ("Summit") and Summit Ventures II L.P.
("Summit II", together with Summit ,the "Sellers", and each individually, a
"Seller").
1. PURCHASE AND SALE OF STOCK.
(a) Upon the terms and subject to the conditions contained herein, each
Seller hereby irrevocably agrees to sell, convey, transfer, assign and deliver
to Buyer the number of shares of common stock, par value $.01 per share (the
"Stock") of Kaye Group Inc. (the "Company") set forth below its name on the
signature page hereto, and Buyer hereby agrees to acquire from the Sellers an
aggregate of 375,215 shares of the Stock (the "Shares") at a price of $6.75 per
share (the "Per Share Price"). The closing of the transactions contemplated
hereby (the "Closing") shall be held at the offices of Kirkland & Ellis, 153
East 53rd Street, New York, New York 10022, at 10:00 a.m., local time, on the
date that is ten (10) business days after the satisfaction or waiver of all
conditions to closing contained in paragraph 2 below or such other time and/or
place as the parties hereto otherwise agree (the "Closing Date").
(b) Notwithstanding the foregoing, if Buyer determines in its sole
discretion that Buyer may purchase all or any portion of the Shares without
complying with the provisions of clause (i) of paragraph 2 below, Buyer may,
upon 2 business days notice to the Sellers, purchase from each Seller all or any
portion of the Shares to be sold thereby (on a pro rata basis among the Sellers)
at the Per Share Price on the date specified in such notice, which in any event
shall not be prior to JULY 8, 1999, provided that in the event that Buyer
purchases less than all of the Shares from the Sellers, Buyer hereby agrees to
purchase and each Seller agrees to sell to Buyer, the balance of the Shares to
be sold thereby at the Per Share Price on the Closing Date. Any such purchase of
Shares from a Seller in accordance with the previous sentence shall be deemed a
Closing hereunder.
(c) At the Closing Buyer shall pay to each Seller an aggregate amount
equal to the product of the number of Shares to be purchased on such date from
such Seller and the Per Share Price (the "Purchase Price"), plus, if and to the
extent the Closing occurs on or after August 1, 1999 interest thereon at a rate
of 7% per annum pro rated for the number of days in the period from August 1,
1999 to the Closing Date, by cashier's or certified check or wire transfer of
immediately available funds to an account or accounts designated by such Seller,
and in consideration of the Purchase Price, Sellers shall deliver or cause to be
delivered to the Buyer, certificates evidencing the number of Shares being
purchased at such Closing free and clear of any and all liens, claims, pledges,
charges, encumbrances or restrictions on transfer whatsoever, in each case duly
endorsed in blank for transfer or accompanied by stock powers duly executed in
blank or by such other instruments for transfer as shall be reasonably
acceptable to Buyer.
<PAGE> 2
2. CLOSING CONDITIONS. The obligation of Buyer to purchase the Stock from
Sellers hereunder is subject and conditioned upon the satisfaction of the
following conditions: (i) the prior receipt by Buyer of the approval (without
any condition which in Buyer's reasonable judgment is materially adverse) to the
acquisition of the Stock by the insurance commissioner of the State of Rhode
Island and such other consents as may be required pursuant to the Insurance
Holding Company Systems Laws and Regulations of the State of Rhode Island (the
"Insurance Laws") and (ii) the expiration of all applicable waiting periods, if
any, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended ("HSR Act"). Buyer hereby agrees to use commercially reasonable efforts
to obtain the approvals (or waivers) required hereunder and shall promptly file
any such documents or provide such information as may be reasonably necessary to
obtain such approvals (or waivers) and shall promptly respond to any inquiries
from the relevant government officials with respect thereto.
3. REPRESENTATIONS & WARRANTIES.
(a) Sellers. As a material inducement to Buyer to purchase the
Shares, each Seller hereby represents and warrants that: (i) this Agreement
constitutes the valid and legally binding obligation of the Seller, enforceable
in accordance with its terms and conditions; (ii) Seller is sophisticated in
financial matters and is able to evaluate the risks and benefits of the sale of
the Shares; Seller has determined that the sale of the Shares is suitable for
the Seller, based upon its financial situation and needs, as well as its other
securities holdings; (iii) Seller has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the sale of the Shares
and has had full access to such other information concerning the Company and its
subsidiaries and affiliates as he or it, as the case may be, has requested in
order to evaluate the merits and risks inherent in selling the Shares; (iv)
Seller has received and reviewed, or has had the opportunity to review, all
reports and other documents filed by the Company with the Securities and
Exchange Commission; and (v) Seller acknowledges that one or more affiliates of
Buyer may be directors or officers of the Company, and Seller acknowledges and
agrees that OTHER THAN THE REPRESENTATIONS SPECIFIED IN THIS AGREEMENT, NO PARTY
HAS MADE NOR IS SELLER RELYING UPON ANY EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES OF ANY TYPE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR
WARRANTIES CONCERNING THE COMPANY'S PAST OR FUTURE PERFORMANCE, WHETHER POSITIVE
OR NEGATIVE, OR AS TO THE CURRENT OR FUTURE VALUE OF THE SHARES. THE PARTIES
AGREE THAT THE PER SHARE PRICE IS NOT BASED ON ANY CALCULATION OF THE COMPANY'S
PAST OR FUTURE PERFORMANCE, BUT HAS BEEN AGREED BY THE PARTIES IN AN ARM'S
LENGTH NEGOTIATION.
(b) Buyer. As a material inducement to Sellers to sell the Shares,
Buyer hereby represents and warrants that: (i) this Agreement constitutes the
valid and legally binding obligation of the Buyer, enforceable in accordance
with its terms and conditions; (ii) assuming compliance with the Insurance Laws
and the HSR Act, the Buyer need not give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order to consummate the transactions contemplated by this Agreement
and (iii) to the knowledge of Buyer, Buyer is not aware of any material
non-public information not known to Sellers, which, if known
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<PAGE> 3
to Sellers, Buyer reasonably believes would have a material adverse influence on
Sellers' decision to sell the Shares.
4. GENERAL PROVISIONS.
(a) Termination. In the event that the Closing shall not have
occurred on or prior to the earlier of (i) December 31, 1999 and (ii) the date
that is 10 business days after the date of receipt of all necessary approvals
(or waivers) required under paragraph 2 above have been obtained (including
without limitation any such approval required of the Rhode Island Insurance
Department), either Buyer or Sellers shall have the right to terminate this
Agreement by giving written notice to the other and the sale and purchase of the
Stock may be abandoned. If this Agreement is terminated pursuant to this
paragraph all rights and obligations of the parties hereunder shall terminate
and no party shall have any liability to the other party except for obligations
of the parties hereto with respect to confidentiality, which shall survive the
termination of this Agreement.
(b) Confidentiality. Each of Buyer and each Seller agrees that
neither it nor any of its directors, officers, employees, agents or affiliates,
shall make any public announcement with respect to this Agreement or the
transactions contemplated hereby, or disclose the terms or existence of this
Agreement to any third party, except to the extent required by applicable law,
without the prior written consent of the other party hereto.
(c) Successors and Assigns. Except as otherwise provided herein,
this Agreement shall bind and inure to the benefit of and be enforceable by
Buyer, Sellers and their respective successors and assigns.
(d) CHOICE OF LAW. THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS OR CHOICE OF LAW OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION
WHICH WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THEN
THE STATE OF NEW YORK.
(e) Entire Agreement. This Agreement contains the complete agreement
between the parties and supersedes any prior understandings, agreements or
representations by or between the parties, written or oral, which may have
related to the subject matter hereof in any way.
* * * * *
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<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date and year first above written.
ZS PUBCO I L.P.
By: ZS PUBCO I L.L.C., its general partner
By: /s/ Douglas A. Brown
-------------------------------------
Name: Douglas A. Brown
Title: Manager
SUMMIT INVESTORS L.P.
By: /s/ Tom Roberts
-------------------------------------
Name: Tom Roberts
Title: Partner
Number of Shares transferred:
--------
SUMMIT VENTURES II L.P.
By: /s/ Tom Roberts
-------------------------------------
Name: Tom Roberts
Title: Partner
Number of Shares transferred:
--------
<PAGE> 1
EXHIBIT 99
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13D
The undersigned agree as follows:
(i) each of them is individually eligible to use the Schedule 13D to which
this Exhibit is attached, and such Schedule 13D is filed on behalf of each of
them; and
(ii) each of them is responsible for the timely filing of such Schedule
13D and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
Dated: May 20, 1999
ZS PUBCO I L.P.
By: ZS Pubco I L.L.C., its General Partner
By: /s/ Douglas A. Brown
_________________________________
Name: Douglas A. Brown
Title: Manager
ZS PUBCO I L.L.C.
By: /s/ Douglas A. Brown
_____________________________________
Name: Douglas A. Brown
Title: Manager
/s/ Robert A. Horne
_________________________________________
Robert A. Horne
/s/ Douglas A. Brown
_________________________________________
Douglas A. Brown
