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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CANNONDALE CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
137798104
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(CUSIP Number)
DAVID SHLADOVSKY C/O KAIM NON-TRADITIONAL, L.P.
1800 AVENUE OF THE STARS, 2ND FLOOR, LOS ANGELES, CA 90067
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
10/09/1998
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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(b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1: and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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
disclosures provided in a prior cover page.
The information required on 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).
(continued on following pages)
(Page 1 of 8 Pages)
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CUSIP No. 137798104 SCHEDULE 13D Page 2 of 8 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
(A) KAIM NON-TRADITIONAL, L.P. - 95-4486379
(B) RICHARD A. KAYNE - ###-##-####
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
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(5) CHECK BOX 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
(A) IS A CALIFORNIA LIMITED PARTNERSHIP
(B) IS A U.S. CITIZEN
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(7) Sole Voting Power
(A) 0
Number of (B) 13,120
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by (A) 754,132
Each (B) 754,132
Reporting --------------------------------------------------------
Person With (9) Sole Dispositive Power
(A) 0
(B) 13,120
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(10) Shared Dispositive Power
(A) 754,132
(B) 754,132
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
(A) 754,132
(B) 767,252
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
(A) 10.12%
(B) 10.30%
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(14) Type of Reporting Person*
(A) IA
(B) IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person has
reason to believe such information is not current) beneficially owned
(identifying those shares which there is a right to acquire) by each
person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the
persons named in Item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate 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, sole power to
dispose or to direct the disposition, or shared power to dispose or to
direct the disposition. Provide the applicable information required by
Item 2 with respect to each person with whom the power to vote or to
direct the vote or to dispose or direct the disposition is shared;
(c) Describe any transactions in the class of securities reported on that
were effected during the past sixty days or since the most recent
filing on Schedule 13D (Section 240.13d-191), whichever is less, by
the persons named in response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to; (1) the identity of
the person covered by Item 5(c) who effected the transaction; (2) the
date of the transaction; (3) the amount of securities involved; (4)
the price per share or unit; and (5) where and how the transaction was
effected.
(d) If any 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, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class of
securities.
Instruction. For computations regarding securities which represent a
right to acquire an underlying security, see Rule 13d-3(d)(1) and the
note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, naming the
persons with whom such contracts, arrangements, understanding or relationships
have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities except
that disclosure of standard default and similar provisions contained in loan
agreements need not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits: copies of written agreements
relating to the filing of joint acquisition statements as required by Rule
13d-1(f) (Section 240.13d-1(f) and copies of all written agreements, contracts,
arrangements, understandings, plans or proposals relating to (1) the borrowing
of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or
corporate structure or any other matter as disclosed in Item 4; and (3) the
transfer or voting of the securities, finder's fees, joint ventures, options,
puts, calls guarantees of loans, guarantees against loss or of profit, or the
giving or withholding of any proxy as disclosed in Item 6.
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.
_________________________________ SEE ATTACHED ______________________________
Date Signature
______________________________
Name/Title
Page 3 of 8
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United States
Securities and Exchange Commission
SCHEDULE 13D
*********************
ITEM 1. SECURITY AND ISSUER
Common Stock, $0.01 par value.
Cannondale Corporation
16 Trowbridge Drive
Bethel, CT 06801
ITEM 2. IDENTITY AND BACKGROUND
a. KAYNE ANDERSON INVESTMENT MANAGEMENT, INC.
Kayne Anderson Investment Management, Inc. (KAIM, Inc.), a Nevada
corporation, serves as general partner of KAIM Non-Traditional, L.P.
(KAIM N-T, LP), a California limited partnership. KAIM N-T, LP is an
investment adviser registered under the Investment Advisers Act. It
serves as general partner of and investment adviser to various
investment funds, including the following holders of the issuer's
Common Stock: Arbco Associates, L.P., Kayne, Anderson Non-Traditional
Investments, L.P., Offense Group Associates, L.P. and Opportunity
Associates, L.P., each of which is a California limited partnership.
KAIM N-T, LP also serves as investment adviser to other clients, some
of which hold the issuer's Common Stock. The principal business address
of KAIM, Inc., KAIM N-T, LP and the investment limited
partnerships is 1800 Avenue of the Stars, Second Floor, Los Angeles,
California 90067.
During the past five years, none of KAIM, Inc., KAIM N-T, LP, or the
five investment limited partnerships has been convicted in a criminal
proceeding nor has any of them been a party to a civil proceeding of a
judicial or administrative body or the subject of any judgments,
decrees or final orders from the regulatory bodies.
b. RICHARD A. KAYNE
Mr. Kayne, a U.S. citizen, is President, Chief Executive Officer and
Director of KAIM, Inc. He also serves as Manager of Kayne Anderson
Investment Management, LLC, a California limited liability company
(KAIM, LLC), and President and Director of KA Associates, Inc., a
Nevada corporation (KA). KAIM, LLC is a registered investment adviser.
KA is a registered broker/dealer and registered investment adviser. The
principal business address of KAIM, LLC and KA is 1800 Avenue of the
Stars, Second Floor, Los Angeles, CA 90067.
Mr. Kayne is the controlling shareholder (or member) of KAIM, Inc.,
KAIM, LLC and KA.
During the past five years, none of Mr. Kayne, KAIM, LLC or KA has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has any of them been a party to a civil
proceeding of a judicial or administrative body or the subject of any
judgments, decrees or final orders from the regulatory bodies.
c. The following persons (in addition to Mr. Kayne) are officers and/or
directors of one or more of KAIM, Inc., KA and KAIM, LLC. Each such
person is a U.S. citizen whose address is 1800 Avenue of the Stars,
Second Floor, Los Angeles, California 90067. During the past five
years, none of such persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has any of
them been a party to a civil proceeding of a judicial or administrative
body or the subject of any judgments, decrees or final orders from the
regulatory bodies.
Page 4 of 8
<PAGE> 5
JOHN E. ANDERSON. Chairman of Topa Equities, Ltd., a diversified
investment company located at 1800 Avenue of the Stars, Suite 1400,
Los Angeles, California 90067. Mr. Anderson is also Director of KAIM,
Inc. and KA.
WILLIAM T. MILLER. Chief Financial Officer of KAIM, Inc. and KA.
ALLAN M. RUDNICK. Manager of KAIM, LLC
HOWARD M. ZELIKOW. Vice President and Director of KAIM, Inc.
ROBERT V. SINNOTT. Vice President of KAIM, Inc.
JERRY R. WELCH. Vice President of KAIM, Inc.
DAVID J. SHLADOVSKY. General Counsel and Secretary of KAIM, Inc.
and KA.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Investment partnership and other managed account funds were derived by a
combination of cash and security contributions by limited partners or the
managed account holder, as applicable.
ITEM 4. PURPOSE OF TRANSACTION
The shares of the issuer were purchased for investment purposes. The reporting
persons, on behalf of themselves and their managed accounts, will consider
making further purchases or sales of the shares.
Consistent with such investment purposes, the reporting persons have had
discussions with management of the issuer for their own diligence purposes. Such
holders now anticipate increased dialogue with management to address means of
maximizing long-term shareholder value in light of recent performance. Such
holders also have had, and expect to continue to have, discussions with other
stockholders regarding such matters from time to time.
The reporting persons did not acquire the shares with the purpose or effect of
changing or influencing the control of the issuer. This report on Schedule 13D
is filed nothwithstanding that the reporting persons may report alternatively on
Schedule 13G under Regulation 13d-1(b)(1).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. KAIM N-T, LP and Richard A. Kayne report beneficial ownership of
754,132 and 767,252 shares, representing 10.12% and 10.30% of the shares
outstanding, respectively.
b. KAIM N-T, LP has shared voting and dispositive power (with Richard A.
Kayne) over its 754,132 shares. Richard A. Kayne has sole voting and dispositive
power over 13,120 shares and shared voting and dispositive power (with KAIM N-T,
LP or KAIM, Inc.) over 754,132 shares, together representing 10.30% of the
outstanding shares of the common stock of the issuer.
The shares over which Mr. Kayne has sole voting and dispositive power
are held by him directly. The shares over which Mr. Kayne and KAIM N-T, LP have
shared voting and dispositive power are held by accounts for which KAIM N-T, LP
serves as investment adviser (and, in some cases, as general partner).
KAIM N-T, LP disclaims beneficial ownership of the shares reported,
except those shares attributable to it by virtue of its general partner
interests in certain limited partnerships holding such shares. Mr. Kayne
disclaims beneficial ownership of the shares reported, except those shares held
by him or attributable to him by virtue of his limited partner interests in such
limited partnerships and by virtue of his indirect interest in the interest of
KAIM N-T, LP in such limited partnerships.
Page 5 of 8
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c. All transactions for the reporting parties were effected by KAIM N-T, LP
through KA, as broker. Purchases of the shares were made as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
DATE TYPE # OF SHARES PRICE WHERE/HOW TRANSACTION EFFECTED
03/17/98 Buy 100,000 $16.01 Nasdaq
03/24/98 " 25,000 $16.34 "
03/27/98 " 32,000 $16.22 "
04/07/98 " 7,500 $15.97 "
04/08/98 " 5,000 $15.92 "
04/09/98 " 35,000 $15.94 "
04/13/98 " 10,000 $16.05 "
04/15/98 " 12,500 $15.77 "
04/16/98 " 12,500 $15.73 "
04/17/98 " 5,000 $15.80 "
04/21/98 " 20,000 $15.94 "
04/22/98 " 15,000 $15.86 "
04/30/98 " 20,000 $16.47 "
05/05/98 " 5,000 $15.99 "
05/07/98 " 2,500 $15.98 "
05/11/98 " 14,000 $15.95 "
05/12/98 " 10,000 $15.81 "
05/13/98 " 20,000 $15.56 "
05/18/98 " 10,000 $15.48 "
06/09/98 " 10,000 $12.67 "
10/09/98 Sell (26,168) $9.34 Distribution to limited partners
--------
344,832
</TABLE>
d. Not applicable
e. Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable
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.
OCTOBER 9, 1998
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Date
/s/ RICHARD A. KAYNE
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Richard A. Kayne
KAIM NON-TRADITIONAL, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
-----------------------------------------
David J. Shladovsky, Secretary
Page 6 of 8
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JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(F)(1)
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and between the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
/s/ RICHARD A. KAYNE
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Richard A. Kayne
/s/ DAVID J. SHLADOVSKY
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KAIM Non-Traditional, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner
Page 7 of 8
<PAGE> 8
EXHIBIT TO SCHEDULE 13D OF FILING CONCERNING
CANNONDALE CORPORATION
<TABLE>
<CAPTION>
<S> <C>
FILING PARTIES SHARES
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KAIM Non-Traditional, L.P.
Managed Investment Limited Partnerships 559,132
Other Managed Accounts 195,000
Richard A. Kayne 13,120
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Total 767,252
</TABLE>
10/09/98
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