-----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, Nbet3lB6zlzu2KZp6+1JQZVvHBV6wVsNR1VVX+3HU8MZsWwHj7b+Y2zAFI+jAcCp CAYE9GUH7N7KAzPYSHFUHg== 0001047469-02-008353.txt : 20021226 0001047469-02-008353.hdr.sgml : 20021225 20021226124438 ACCESSION NUMBER: 0001047469-02-008353 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEMELE GROUP INC CENTRAL INDEX KEY: 0000812914 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363465422 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42750 FILM NUMBER: 02868844 BUSINESS ADDRESS: STREET 1: 200 NYALA FARMS STREET 2: SUITE 2900 CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2033630849 MAIL ADDRESS: STREET 1: ONE CANTERBURY GREEN STREET 2: SUITE 2900 CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: VMS STRATEGIC LAND FUND II DATE OF NAME CHANGE: 19910623 FORMER COMPANY: FORMER CONFORMED NAME: BANYAN STRATEGIC LAND FUND II DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COYNE JAMES A CENTRAL INDEX KEY: 0001001743 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 NYALA FARMS CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2033410555 MAIL ADDRESS: STREET 1: 200 NYALA FARMS CITY: WESTPORT STATE: CT ZIP: 06880 SC 13D/A 1 a2097027zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* Semele Group Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 8166 18 201 - ------------------------------------------------------------------------------- (CUSIP Number) James A. Coyne, Executive Vice President, Equis Financial Group 200 Nyala Farms, Westport, Connecticut 06880 (203) 341-0555 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 24, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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). SCHEDULE 13D - --------------------- ----------------- CUSIP No. 8166 18 201 Page 2 of 5 Pages - --------------------- ----------------- - ---------- -------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James A. Coyne - ---------- -------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ---------- -------------------------------------------------------------------- 3. SEC USE ONLY - ---------- -------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ---------- -------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ---------- -------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA - ---------- -------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 366,747 BENEFICIALLY ----- --------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH None REPORTING ----- --------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 284,608 ----- --------------------------------------------- 10. SHARED DISPOSITIVE POWER None - ---------- -------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 366,747 - ---------- -------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ---------- -------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6% - ---------- -------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - ---------- -------------------------------------------------------------------- SCHEDULE 13D - --------------------- ----------------- CUSIP No. 8166 18 201 Page 3 of 5 Pages - --------------------- ----------------- Item 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the Common Stock, $.10 par value per share (the "Common Stock"), of Semele Group Inc., a Delaware corporation ("Semele"). The principal executive offices of Semele are located at 200 Nyala Farms, Westport, Connecticut 06880. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by the following reporting person: James A. Coyne. Mr. Coyne is President and Chief Operating Officer of Semele. Mr. Coyne is also Senior Vice President of Equis Corporation, the general partner of Equis Financial Group Limited Partnership, a Massachusetts limited partnership ("Equis"), and the Secretary and a Director of PLM International, Inc. ("PLM"). Both Equis and PLM are engaged primarily in the business of managing leased assets and funds holding leased assets. Mr. Coyne's business address is 200 Nyala Farms, Westport, Connecticut 06880. Mr. Coyne is a U.S. citizen. During the last five years, Mr. Coyne was not (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On December 24, 2002, Mr. Coyne transferred for no consideration 281,608 shares of Semele Common Stock to a family corporation controlled by him. ITEM 4. PURPOSE OF TRANSACTION Not Applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of the date of this statement, Mr. Coyne beneficially owns 366,747 shares of Semele Common Stock, representing approximately 17.6% of the outstanding shares of Semele Common Stock. The shares beneficially owned by Mr. Coyne include 3,000 shares owned directly, 281,608 shares owned indirectly through a family corporation controlled by Mr. Coyne and 82,139 shares owned by the trustee of a rabbi trust for the benefit of Mr. Coyne, which represent salary deferred by Mr. Coyne through December 31, 2000. Mr. Coyne disclaims beneficial ownership of all the shares he owns indirectly through the SCHEDULE 13D - --------------------- ----------------- CUSIP No. 8166 18 201 Page 4 of 5 Pages - --------------------- ----------------- family corporation, except to the extent that he has a pecuniary interest in such shares under Section 16(a) of the Securities Exchange Act of 1934. Mr. Coyne has the sole power to vote and dispose of, or to direct the vote and disposition of, the aggregate of 284,608 shares owned by him directly and indirectly through the family corporation. Mr. Coyne has the sole power to vote or to direct the vote of the 82,139 shares owned by the trustee of the rabbi trust, and no power to dispose of or to direct the disposition of such shares. There have been no other transactions in Semele Common Stock by Mr. Coyne during the 60-day period prior to the date of this statement. Except for the stockholders of the family corporation and the trustee of the rabbi trust for the benefit of Mr. Coyne, no other person is known to have the right to receive or the power to direct the receipt of dividends from, and no other person is known to have the right to receive or the power to direct the receipt of the proceeds from the sale of, the Semele Common Stock beneficially owned by Mr. Coyne. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Of the shares beneficially owned by Mr. Coyne, 82,139 shares are held by the trustee of a rabbi trust for the benefit of Mr. Coyne. These shares represent Mr. Coyne's salary from Semele through 2000, which he elected to defer. Shares in the rabbi trust attributable to Mr. Coyne's salary are not subject to forfeiture. Shares in the rabbi trust attributable to any bonus from Semele deferred by Mr. Coyne are forfeited and returned to Semele if Semele terminates Mr. Coyne's employment for cause. Shares held in the rabbi trust for the benefit of Mr. Coyne will be distributed to him on termination of employment, except that if Semele Common Stock is not then readily tradable, Semele will redeem the shares in installments within three years at fair market value. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. SCHEDULE 13D - --------------------- ----------------- CUSIP No. 8166 18 201 Page 5 of 5 Pages - --------------------- ----------------- 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 24, 2002 /s/ JAMES A. COYNE ------------------- James A. Coyne -----END PRIVACY-ENHANCED MESSAGE-----