-----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, PZWfXc2BP+OkljBIGIRLCK5ez61Ic0gUS07H8cS4ClUYiitSucScz4iZM8WlvKBt JyzrGp/Kva4lAOzGTKUM5A== 0000950005-97-000016.txt : 19970114 0000950005-97-000016.hdr.sgml : 19970114 ACCESSION NUMBER: 0000950005-97-000016 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970113 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLACIER WATER SERVICES INC CENTRAL INDEX KEY: 0000883505 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-NONSTORE RETAILERS [5960] IRS NUMBER: 330493559 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42316 FILM NUMBER: 97504699 BUSINESS ADDRESS: STREET 1: 2261 COSMOS CT CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: 6199302420 MAIL ADDRESS: STREET 1: 2261 COSMOS CT CITY: CARLSBAD STATE: CA ZIP: 92009 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAIM NON TRADITIONAL L P/CA CENTRAL INDEX KEY: 0000949615 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954486379 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1800 AVE OF THE STARS STREET 2: 1425 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105562721 MAIL ADDRESS: STREET 1: 1800 AVENUE OF THE STARS STREET 2: 2ND FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D 1 SCHEDULE 13D -------------------------------- OMB APPROVAL -------------------------------- OMB Number: 3235-0145 -------------------------------- Expires: September 30, 1988 -------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) GLACIER WATER SERVICES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 376395109 ---------------------- (CUSIP Number) ALVIN J. PORTNOY, 1800 AVENUE OF THE STARS, 2ND FLOOR LOS ANGELES, CA 90067 / (310) 556-2721 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 27, 1996 - -------------------------------------------------------------------------------- (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 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 9 SCHEDULE 13D - -------------------- ----------------- CUSIP No. 376395109 Page 1 of 2 Pages - -------------------- ----------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RICHARD A. KAYNE, ###-##-#### - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* RICHARD A. KAYNE - 00 - -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION RICHARD A. KAYNE - U.S. CITIZEN - -------- ----------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 110,000 BENEFICIALLY ------ ----------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 1,105,655 REPORTING ------ ----------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 110,000 ------ ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,105,655 - ---------------- ------ ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,215,655 - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.6% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* RICHARD A. KAYNE - IN - --------- ---------------------------------------------------------------------- *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 SCHEDULE 13D - -------------------- ----------------- CUSIP No. 376395109 Page 2 of 2 Pages - -------------------- ----------------- - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KAIM NON-TRADITIONAL, L.P., 95-4486379 - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* KAIM NON-TRADITIONAL, L.P. - 00 - -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION KAIM NON-TRADITIONAL, A CALIFORNIA LIMITED PARTNERSHIP - -------- ----------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES N/A BENEFICIALLY ------ ----------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 1,105,655 REPORTING ------ ----------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH N/A ------ ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,105,655 - ---------------- ------ ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,105,655 - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.3% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* KAIM NON-TRADITIONAL, L.P. - IA - --------- ---------------------------------------------------------------------- *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 Item 1. Security and Issuer Common Stock, with $0.01 Par Value. Glacier Water Services, Inc. 2261 Cosmos Court Carlsbad, CA 92009 Item 2. Identity and Background a. Richard A. Kayne 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 Mr. Kayne is a U.S. Citizen Principal occupation: President, Chief Executive Officer and Director of KA Associates, Inc.(KA), a registered broker/dealer, and Kayne, Anderson Investment Management, Inc., the General Partner of KAIM Non-Traditional, L.P.(KAIM) a registered investment adviser under the Investment Advisers Act of 1940. KA and KAIM's principal business address is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067. During the past five years, Mr. Kayne and KA Associates, Inc. have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). b. Kayne, Anderson Investment Management, Inc. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 Principal Occupation: General Partner of two investment advisors registered under the Investment Advisors Act During the past five years, Kayne, Anderson Investment Management, Inc. has not been convicted in a criminal proceeding nor has it been a party to a civil proceeding of a judicial or administrative body or the subject of any judgements, decrees or final orders from the regulatory bodies. The officers are as follows: John E. Anderson - Director Richard A. Kayne - Director, C.E.O. and President Alvin J. Portnoy - Executive Vice President William T. Miller - Chief Financial Officer John E. Anderson 1800 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 Mr. Anderson is a U.S. Citizen Principal occupation: Chairman of Topa Equities, Ltd., a diversified investment company. Topa Equities principal business address is 1800 Avenue of the Stars, #1400, Los Angeles, CA 90067. Mr. Anderson is also Director of KA Associates, Inc. (KA), a registered broker/dealer, and Kayne, Anderson Investment Management, Inc., the General Partner of KAIM Non-Traditional, L.P. (KAIM), a registered investment adviser under the Investment Advisers Act of 1940. KA and KAIM's principal business address is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067. During the past five years, Mr. Anderson has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Richard A. Kayne (see Item 2(a) above.) Alvin J. Portnoy 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 Mr. Portnoy is a U.S. Citizen Corporate Secretary of KA Associates, Inc.(KA), a registered broker/dealer, and Executive Vice President of Kayne, Anderson Investment Management, Inc., the General Partner of KAIM Non-Traditional, L.P. (KAIM), a registered investment adviser under the Investment Advisers Act of 1940. KA and KAIM's principal business address is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067. During the past five years, Mr. Portnoy has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). William T. Miller 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 Mr. Miller is a U.S. Citizen Chief Financial Officer of KA Associates, Inc.(KA), a registered broker/dealer, and Kayne, Anderson Investment Management, Inc., the General Partner of KAIM Non-Traditional, L.P. (KAIM), a registered investment adviser under the Investment Advisers Act of 1940. KA and KAIM's principal business address is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067. During the past five years, Mr. Miller has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). c. KAIM Non-Traditional, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 Principal Occupation: A Registered Investment Advisor under the Investment Advisors Act During the past five years, KAIM Non-Traditional, L.P. has not been convicted in a criminal proceeding nor has it 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. d. Arbco Associates, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 Organized as a California Limited Partnership. e. Offense Group Associates, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 Organized as a California Limited Partnership. f. Kayne, Anderson Non-Traditional Investments, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, CA 90067 Organized as a California Limited Partnership. Item 3. Source and Amount of Funds or Other Consideration Investment partnership funds were derived by a combination of cash contributions to the partnerships by the limited partners and, additionally, from the use of margin by certain of the partnerships. Item 4. Purpose of Transaction The shares of the issuer were purchased for investment purposes. Richard A. Kayne and KAIM Non-Traditional, L.P., on behalf of its managed accounts, will consider making further sales or purchases of the shares. Item 5. Interest in Securities of the Issuer a. - b. Richard A. Kayne has shared dispositive power and shared voting power with KAIM Non-Traditional, L.P. of 1,215,655 shares representing 36.6% of the issuer. Mr. Kayne has sole dispositive and voting power over the 110,000 shares he owns. c. All transactions for the reporting parties were effected by KAIM Non-Traditional, L.P. through KA Associates, Inc. as broker. Purchases of the shares were made as follows: Date Type # of shares Price Where/how transaction effected - ---- ---- ----------- ----- ------------------------------ 11/26/96 Buy 500 20.00 Over the Counter (OTC) 12/04/96 Buy 10,000 20.81 Over the Counter (OTC) 12/18/96 Buy 23,300 21.55 Over the Counter (OTC) 12/19/96 Buy 200 21.67 Over the Counter (OTC) 12/24/96 Buy 200 22.30 Over the Counter (OTC) 12/27/96 Buy 200 22.80 Over the Counter (OTC) d. Not applicable e. Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable Item 7. Materials to Be Filed as Exhibits: EXHIBIT TO SCHEDULE 13D OF FILING CONCERNING GLACIER WATER SERVICES, INC. Shares ------ KA Associates, Inc. o Managed Investment Partnerships 1,025,655 o Other Managed Accounts 80,000 o Richard A. Kayne 110,000 --------- Total 1,215,655 01/09/97 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 [among] 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/ Alvin J. Portnoy -------------------------------- Richard A. Kayne, by Alvin J. Portnoy (see attached Power of Attorney) /s/ Alvin J. Portnoy -------------------------------- KA Associates, Inc., by Alvin J. Portnoy, Executive Vice President POWER OF ATTORNEY FOR SCHEDULES 13D AND 13G AND FORMS 13F I, Richard A. Kayne, in my individual capacity and as the principal executive officer of KA Associates, Inc. and Kayne, Anderson Investment Management, Inc. hereby appoint Alvin J. Portnoy as attorney-in-fact and agent, in all capacities, to execute, on my behalf and on behalf of the above-listed corporations for which I serve as the principal executive officer, and to file with the appropriate issuers, exchanges and regulatory authorities, any and all Schedules 13D, Schedules 13G and Forms 13F and documents relating thereto and requests for confidential treatment of information contained therein. I hereby grant to said attorney-in-fact full authority to do every act necessary to be done in order to effectuate the same as fully, to all intents and purposes, as I could if personally present, thereby ratifying all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof. I hereby execute this Power of Attorney as of this 9th day of January, 1997. /s/ Richard A. Kayne ------------------------------------- Richard A. Kayne -----END PRIVACY-ENHANCED MESSAGE-----