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UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CANNONDALE CORPORATION
.............................................................................
(Name of Issuer)
COMMON STOCK
.............................................................................
(Title of Class of Securities)
137798104
.............................................................................
(CUSIP Number)
DAVID J. SHLADOVSKY, C/O KAIM NON-TRADITIONAL, L.P.
1800 AVENUE OF THE STARS, SECOND FLOOR, LOS ANGELES, CA 90067
.............................................................................
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
12/17/1999
.............................................................................
(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-l(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-l(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).
PAGE 1 OF 8
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CUSIP NO. 137798104 SCHEDULE 13D PAGE 2 OF 8 PAGES
...............................................................................
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(A) KAIM NON-TRADITIONAL, L.P. - 95-4486379
(B) RICHARD A. KAYNE - ###-##-####
...............................................................................
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
...............................................................................
3 SEC USE ONLY
...............................................................................
4 SOURCE OF FUNDS*
...............................................................................
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
...............................................................................
6 CITIZENSHIP OR PLACE OF ORGANIZATION
(A) IS A CALIFORNIA LIMITED PARTNERSHIP
(B) IS A U.S. CITIZEN
...............................................................................
7 SOLE VOTING POWER
(A) 0
NUMBER OF (B) 13,785
SHARES .......................................................
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY (A) 658,653
EACH REPORTING (B) 658,653
PERSON WITH .......................................................
9 SOLE DISPOSITIVE POWER
(A) 0
(B) 13,785
.......................................................
10 SHARED DISPOSITIVE POWER
(A) 658,653
(B) 658,653
...............................................................................
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
(A) 658,653
(B) 672,438
...............................................................................
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
...............................................................................
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
(A) 8.79%
(B) 8.98%
...............................................................................
12 TYPE OF REPORTING PERSON*
(A) IA
(B) IN
...............................................................................
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 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 Administrative 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 and KA are
registered investment advisers. 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.
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.
DAVID E. GODDARD. Chief Financial Officer of KAIM, Inc. and KA.
PAGE 3 OF 8
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ALLAN M. RUDNICK. Chief Investment Officer and 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 658,653 and
672,438 shares, representing 8.79% and 8.98% of the shares outstanding,
respectively.
b. KAIM N-T, LP has shared voting and dispositive power (with Richard A. Kayne)
over its 658,653 shares. Richard A. Kayne has sole voting and dispositive power
over 13,785 shares and shared voting and dispositive power (with KAIM N-T, LP or
KAIM, Inc.) over 658,653 shares, together representing 8.98% 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.
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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>
Date Type # of shares Price Where/how transaction effected
---- ---- ----------- ----- ------------------------------
<S> <C> <C> <C> <C>
12-16-99 Sold 2,500 $6.33 Nasdaq
12-17-99 Sold 5,000 $6.27 Nasdaq
12-17-99 Sold 3,000 $6.27 Nasdaq
12-21-99 Sold 20,000 $6.08 Nasdaq
12-22-99 Sold 5,000 $6.05 Nasdaq
12-22-99 Sold 5,000 $6.05 Nasdaq
12-23-99 Sold 19,500 $5.99 Nasdaq
12-23-99 Sold 3,000 $5.99 Nasdaq
12-23-99 Sold 2,000 $5.99 Nasdaq
12-23-99 Sold 5,000 $5.99 Nasdaq
12-27-99 Sold 15,000 $5.99 Nasdaq
12-27-99 Sold 5,000 $5.99 Nasdaq
------
90,000
</TABLE>
Note: As part of the liquidation of the account, shares sold pursuant to
unsolicited order from managed account held by client which has been
agreed to be acquired.
d. Not applicable
e. Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable
PAGE 5 OF 8
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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.
December 27, 1999
- ----------------------------------------------------------
Date
/s/ RICHARD A. KAYNE
- ----------------------------------------------------------
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
----------------------------------------------
Richard A. Kayne
/s/ DAVID J. SHLADOVSKY
----------------------------------------------
KAIM Non-Traditional, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner
PAGE 7 OF 8
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EXHIBIT TO SCHEDULE 13D OF FILING CONCERNING
CANNONDALE CORPORATION
Filing Parties Shares
- -------------- ------
KAIM Non-Traditional, L.P.
o Managed Investment Limited Partnerships 553,653
o Other Managed Accounts 105,000
Richard A. Kayne 13,785
--------
Total 672,438
12/27/99
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