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UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Cannondale Corporation
.............................................................................
(Name of Issuer)
COMMON STOCK
.............................................................................
(Title of Class of Securities)
137798104
.............................................................................
(CUSIP Number)
DAVID J. SHLADOVSKY, C/O KAYNE ANDERSON CAPITAL ADVISORS, 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)
3/15/2000
.............................................................................
(Date of Event which Requires Piling 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) KAYNE ANDERSON CAPITAL ADVISORS, 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) 561,653
EACH REPORTING (B) 561,653
PERSON WITH ...........................................
9 SOLE DISPOSITIVE POWER
(A) 0
(B) 13,785
...........................................
10 SHARED DISPOSITIVE POWER
(A) 561,653
(B) 561,653
...............................................................................
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
(A) 561,653
(B) 575,438
...............................................................................
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
...............................................................................
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
(A) 7.49%
(B) 7.67%
...............................................................................
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 Kayne Anderson Capital Advisors,
L.P. (KACA, LP), a California limited partnership. KACA, LP is an
investment adviser registered under the Investment Advisers Act. It serves
as general partner of and investment adviser to seven investment funds
named Arbco Associates, L.P.*, Kayne Anderson Energy Fund, L.P.**, Kayne,
Anderson Non-Traditional Investments, L.P.*, Kayne Anderson Diversified
Capital Partners, L.P.*, Kayne Anderson Capital Partners, L.P.*, Kayne
Anderson Capital Income Partners, L.P.** and Kayne Anderson Capital Income
Partners (QP), L.P.** KACA, LP also serves as investment adviser to other
clients, including Kayne, Anderson Offshore Limited, a British Virgin
Islands corporation. The principal business address of KAIM, Inc., KACA, LP
and the five investment limited partnerships is 1800 Avenue of the Stars,
Second Floor, Los Angeles, California 90067.
* A California limited partnership.
** A Delaware limited partnership.
During the past five years, none of KAIM, Inc., KACA, 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.
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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.
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.
RALPH E. WALTER. Chief Operating Officer 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 not withstanding 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. KACA, LP and Richard A. Kayne report beneficial ownership of 561,653 and
575,438 shares, representing 7.49% and 7.67% of the shares outstanding,
respectively.
b. KACA, LP has shared voting and dispositive power (with Richard A. Kayne) over
its 561,653 shares. Richard A. Kayne has sole voting and dispositive power over
13,785 shares and shared voting and dispositive power (with KACA, LP or KAIM,
Inc.) over 561,653 shares, together representing 7.67% 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 KACA, LP have
shared voting and dispositive power are held by accounts for which KACA, LP
serves as investment adviser (and, in some cases, as general partner).
KACA, 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 KACA, LP
in such limited partnerships.
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c. All transactions for the reporting parties were effected by KACA, LP through
KA, as broker. Sales of the shares were made as follows:
<TABLE>
<CAPTION>
Date Type # of shares Price Where/how transaction effected
---- ---- ----------- ----- ------------------------------
<S> <C> <C> <C> <C>
03/09/00 Sold 5,000 $7.75 Nasdaq
03/10/00 Sold 5,000 $7.75 Nasdaq
03/15/00 Sold 10,000 $7.89 Nasdaq
03/24/00 Sold 7,000 $7.55 Nasdaq
03/28/00 Sold 7,500 $7.45 Nasdaq
------
34,500
</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.
March 25, 2000
- ---------------------------------------------------
Date
/S/ Richard A. Kayne
- ---------------------------------------------------
Richard A. Kayne
KAYNE ANDERSON CAPITAL ADVISORS, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /S/ David J. Shladovsky
---------------------------------------
David J. Shladovsky, Secretary
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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
-------------------------------------
Kayne Anderson Capital Advisors, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner
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EXHIBIT TO SCHEDULE 13D OF FILING CONCERNING
CANNONDALE CORPORATION
Filing Parties Shares
-------------- --------------
Kayne Anderson Capital Advisors, L.P.
o Managed Investment Limited Partnerships 526,653
o Other Managed Accounts 35,000
Richard A. Kayne 13,785
------------
Total 575,438
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