-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U4+Stkgeqno+0SAqh0dMbWYqe8zdntAH9uW2AirK6xfXW4mPqN0xMfmcO5byOkm9 AYgqem8fkcyAinKWDGZC3Q== 0000109312-02-000007.txt : 20020611 0000109312-02-000007.hdr.sgml : 20020611 20020611163125 ACCESSION NUMBER: 0000109312-02-000007 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020611 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZIEGLER COMPANIES INC CENTRAL INDEX KEY: 0000109312 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 391148883 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-11879 FILM NUMBER: 02676579 BUSINESS ADDRESS: STREET 1: 215 N MAIN ST CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 4143345521 MAIL ADDRESS: STREET 1: 215 NORTH MAIN STREET CITY: WEST BEND STATE: WI ZIP: 53095 FORMER COMPANY: FORMER CONFORMED NAME: ZIEGLER CO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLOGG PETER R CENTRAL INDEX KEY: 0000897485 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O SPEAR LEEDS & KELLOGG STREET 2: 120 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10271 BUSINESS PHONE: 2124337070 MAIL ADDRESS: STREET 1: 120 BROADWAY STREET 2: C/O SPEAR LEEDS & KELLOGG CITY: NEW YORK STATE: NY ZIP: 10271 SC 13D 1 sc13d.txt SCHEDULE 13D RE ZCO STOCK UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) The Ziegler Companies, Inc. (Name of Issuer) Common Stock par value $1.00 (Title of Class of Securities) 989506100 (CUSIP Number) Peter R. Kellogg 120 Broadway New York, New York 10271 With a copy to: S. Charles O'Meara, Esq. The Ziegler Companies, Inc. 250 East Wisconsin Avenue Milwaukee, WI 53202 (Name, address and telephone number of person authorized to receive notices and communications) May 28, 2002 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] CUSIP No. 989506100 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Peter R. Kellogg 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA Number of 7. SOLE VOTING POWER NUMBER OF SHARES Shares _______311,063___________________ 8. SHARED VOTING POWER Beneficially _______168,000___________________ Owned by Each 9. SOLE DISPOSITIVE POWER Reporting _______311,063___________________ 10. SHARED DISPOSITIVE POWER Person With 168,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,063 (1) 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (1) 3,685 are restricted shares/Director's compensation. 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8% 14. TYPE OF REPORTING PERSON - IN Item 1. Security and Issuer The class of security to which this statement relates is Common Stock, par value $1.00 per share (the "Common Stock"), of The Ziegler Companies, Inc., a Wisconsin corporation (the "Issuer"). The address of the executive office of the Issuer is 250 East Wisconsin Avenue, Milwaukee, WI 53202. Item 2. Identity and Background (a) The person filing this Statement is Peter R. Kellogg. Mr. Kellogg is Chairman of the Board and a director of the Issuer. This statement also contains information regarding shares of Common Stock owned by Mr. Kellogg's wife, Mrs. Cynthia K. Kellogg, I.A.T. Reinsurance Syndicate, Ltd. ("IAT"), a Bermuda company of which Mr. Kellogg is the sole holder of voting stock, and the Peter R. Kellogg & Cynthia K. Kellogg Foundation (the "Foundation"), a charitable entity of which Peter Kellogg is a trustee. Mr. Kellogg has sole dispositive and voting power with respect to the shares of Common Stock owned by IAT and has shared dispositive and voting power with respect to the shares of Common Stock owned by Cynthia K. Kellogg and the Foundation. Although shares of Common Stock owned by Mrs. Kellogg, IAT and the Foundation may be deemed to be beneficially owned by Mr. Kellogg, the filing of this Statement should not be deemed an admission that Mr. Kellogg beneficially owns such shares or that Mr. Kellogg, Mrs. Kellogg, IAT and the Foundation, or any other person or persons referred to herein constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act"), and the rules and regulations thereunder (the "Rules"). (b) Mr. Kellogg's business address is: 120 Broadway, New York, NY 10271 Mrs. Kellogg's address is: 120 Broadway, New York, NY 10271 The Foundation's business address is: 120 Broadway, New York, NY 10271 IAT's address is: 120 Broadway, New York, NY 10271 (c) Mr. Kellogg's principal occupation is: Senior Managing Director Spear, Leeds & Kellogg 120 Broadway New York, New York 10271 Spear, Leeds & Kellogg is a registered securities broker-dealer. IAT is a reinsurance company incorporated in Bermuda. The Foundation is a charitable Foundation. (d) and (e) During the last five years, neither Mr. Kellogg, Mrs. Kellogg, nor any executive officer at IAT or the Foundation, has been convicted in a criminal proceeding nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which 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) Mr. Kellogg and Cynthia K. Kellogg are citizens of the United States. The Foundation is organized under the laws of the State of New Jersey. Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the Common Stock recently purchased by Mr. Kellogg was $883,621.20, which amount came from personal funds. In addition, Mr. Kellogg received 724 shares of restricted stock as compensation for services as one of Issuer's directors. Item 4. Purpose of Transaction The Common Stock was purchased for investment purposes. Neither Mr. Kellogg, Cynthia K. Kellogg, IAT nor the Foundation have plans or proposals which related to or which would result in any of actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, except for any actions taken by Mr. Kellogg in his role as director. Mr. Kellogg, Cynthia K. Kellogg, IAT and the Foundation may determine to purchase additional shares of Common Stock at any time and from time to time, subject to market and general economic conditions, and any purchase or purchases may be effected directly or through one or more entities controlled or deemed to be controlled by Mr. Kellogg. Mr. Kellogg may also sell or otherwise dispose of shares of Common Stock owned directly or indirectly by him at any time or from time to time, although he has no present plans or proposals to do so. Any purchases or sales by Mr. Kellogg may be in the open market, in a privately negotiated transaction or otherwise. Item 5. Interest in Securities of the Issuer (a) As of June 1, 2002, Mr. Kellogg beneficially owned an aggregate of 479,063 shares of Common Stock. Of those shares, 161,063 (3,685 are restricted shares/Director's compensation) were owned by Mr. Kellogg personally and 150,000 were owned by IAT. In addition, Mr. Kellogg may be deemed to be the indirect beneficial owner of 118,000 shares of Common Stock owned by his wife, and 50,000 shares held by the Foundation, by virtue of his shared dispositive and voting power. The aggregate number of shares of Common Stock with respect to which Mr. Kellogg may be deemed to be the beneficial owner as of the date hereof is 479,003 shares, constituting approximately 19.8% of the Common Stock outstanding (based upon the most recent Form 10-Q filing showing 2,422,903 shares of Issuer's Common Stock outstanding). (b) Mr. Kellogg has the sole dispositive power with respect to 161,063 shares of Common Stock which he owns, and with respect to 150,000 shares of Common Stock owned by IAT. Mr. Kellogg also shares the power to vote or dispose of 118,000 shares of Common Stock owned by his wife and 50,000 shares owned by the Foundation. (c) The following table sets forth information with respect to all purchases, sales or donations of the Common Stock by Mr. Kellogg or his affiliates for purposes of Section 13(d) of the 1934 Act since the last 60 days: Date of Number of Type of Price Transaction Shares Transaction Per Share May 6, 2002 724 issued by the Company as director fees $15.19 May 28, 2002 56,178 privately negotiated $15.40 May 30, 2002 1,200 privately negotiated $15.40 Item 6. Contract Arrangements, Understandings or Relationships with Respect to Securities of the Issuer All shares of Common Stock purchased by Mr. Kellogg were acquired on the basis of his independent investment decisions. Mr. Kellogg disclaims that he (alone or with IAT) was or is a member of a "group," within the meaning of the Act and the Rules, with regard to the acquisition or holding of shares of Common Stock acquired or sold by Mr. Kellogg. Further, Mr. Kellogg has no arrangement, agreement or understanding with anyone with respect to the future acquisition, holding, disposition or voting of shares of Common Stock of the Issuer. Item 7. Material to be filed as Exhibits None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set fourth in this Statement is true, complete and correct. By: /s/ Peter R. Kellogg Peter R. Kellogg Dated: June 11, 2002 2 -----END PRIVACY-ENHANCED MESSAGE-----