-----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, EBNxWvmvF9sLFaeLL5IiLpQTxHeGx3sKRA1AUDQwU0RBmBIP4bABFha0K935Msx9 TggLI84gp6T/BUe5NANn0w== 0000897069-96-000423.txt : 19961206 0000897069-96-000423.hdr.sgml : 19961206 ACCESSION NUMBER: 0000897069-96-000423 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961205 SROS: NASD GROUP MEMBERS: BARBARA G. KEELEY GROUP MEMBERS: JOHN L. KEELEY, JR. FOUNDATION GROUP MEMBERS: KAMCO LIMITED PARTNERSHIP NO. 1 GROUP MEMBERS: KAMCO PERFORMANCE LIMITED PARTNERSHIP GROUP MEMBERS: KEELEY ASSET MANAGEMENT CORP. GROUP MEMBERS: KEELEY INVESTMENT CORP. GROUP MEMBERS: KEELEY JOHN L JR ET AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN GROUP INC CENTRAL INDEX KEY: 0000906609 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 222902315 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44593 FILM NUMBER: 96676132 BUSINESS ADDRESS: STREET 1: 2746 OLD U S 20 W STREET 2: PO BOX 1168 CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192952200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEELEY JOHN L JR ET AL CENTRAL INDEX KEY: 0000923704 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: KEELEY INVESTMENT CORP STREET 2: 401 S LASALLE ST SUITE 1201 CITY: CHICAGO STATE: IL ZIP: 60605 BUSINESS PHONE: 3127865000 MAIL ADDRESS: STREET 1: KEELEY INVESTMENT CORP STREET 2: 401 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60605 FORMER COMPANY: FORMER CONFORMED NAME: KEELEY JOHN L JR DATE OF NAME CHANGE: 19940524 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* The Morgan Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 617358106 (CUSIP Number) John L. Keeley, Jr., Keeley Investment Corp. 401 South LaSalle Street, Suite 1201, Chicago, Illinois 60605 (312) 786-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 2, 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.) 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 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). CUSIP NO. 617358106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John L. Keeley, Jr.; Social Security No: ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF (margin account with National Financial Services, Inc.) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 30,800 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 30,800 REPORTING 10 SHARED DISPOSITIVE POWER PERSON -0- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.21% 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 617358106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barbara G. Keeley; Social Security No: ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF (margin account with National Financial Services, Inc.) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 2,000 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 2,000 REPORTING 10 SHARED DISPOSITIVE POWER PERSON -0- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.14% 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 617358106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Keeley Asset Management Corp.; Tax I.D. No: 36-3160361 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (funds of investment advisory clients) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois 7 SOLE VOTING POWER NUMBER OF 87,300 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 87,300 REPORTING 10 SHARED DISPOSITIVE POWER PERSON -0- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.27% 14 TYPE OF REPORTING PERSON* IA CUSIP NO. 617358106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Keeley Investment Corp.; Tax I.D. No: 35-2891284 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF (margin account with National Financial Services, Inc.) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois 7 SOLE VOTING POWER NUMBER OF 11,000 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 11,000 REPORTING 10 SHARED DISPOSITIVE POWER PERSON -0- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.79% 14 TYPE OF REPORTING PERSON* BD CUSIP NO. 617358106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kamco Performance Limited Partnership; Tax I.D. No: 36- 3645043 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (funds of Kamco Performance Limited Partnership) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois 7 SOLE VOTING POWER NUMBER OF 19,000 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 19,000 REPORTING 10 SHARED DISPOSITIVE POWER PERSON -0- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.36% 14 TYPE OF REPORTING PERSON* PN CUSIP NO. 617358106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kamco Limited Partnership No. 1; Tax I.D. No: 36-3528572 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (funds of Kamco Limited Partnership No. 1) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois 7 SOLE VOTING POWER NUMBER OF 22,000 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 22,000 REPORTING 10 SHARED DISPOSITIVE POWER PERSON -0- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.58% 14 TYPE OF REPORTING PERSON* PN CUSIP NO. 617358106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John L. Keeley, Jr. Foundation; Tax I.D. No: 36-3865180 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (funds of John L. Keeley, Jr. Foundation) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] N/A 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois 7 SOLE VOTING POWER NUMBER OF 2,200 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 2,200 REPORTING 10 SHARED DISPOSITIVE POWER PERSON -0- WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.16% 14 TYPE OF REPORTING PERSON* EP This Amendment No. 8 to the undersigned's Schedule 13D, which was originally filed on October 25, 1993 (the Schedule 13D") with regard to The Morgan Group, Inc. (the "Issuer") is being filed to amend Items 5 and 7 of the Schedule 13D. Except as expressly stated herein, there have been no material changes in the information set forth in the Schedule 13D. ITEM 1. Security and Issuer. Title of Class of Securities Class A Common Stock, $0.15 par value (the "Securities) Address of Issuer's Principal Executive Offices: The Morgan Group, Inc. 28651 U.S. 20 West Elkhart, Indiana 46514 ITEM 2. Identity and Background. A. (i) John L. Keeley, Jr. ("Mr. Keeley") (ii) Barbara G. Keeley ("Mrs. Keeley") (iii) Keeley Asset Management Corp. ("KAMC") (iv) Keeley Investment Corp. ("KIC") (v) Kamco Performance Limited Partnership* ("KPLP") (vi) Kamco Limited Partnership No. 1* ("KLP") (vii) John L. Keeley, Jr. Foundation ("JLKF") *Together, KPLP and KLP are sometimes referred to as the "Partnerships." B. (i-vi) 401 South LaSalle Street Suite 1201 Chicago, Illinois 60605 C. (i) Mr. Keeley is the President, Treasurer, a Director and the sole shareholder of KAMC and KIC, President, Treasurer and a Director of JLKF, a general partner of KPLP and the sole general partner of KLP. (ii) Mrs. Keeley is the spouse of Mr. Keeley. (iii) KAMC is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. KAMC is organized under the laws of Illinois. KAMC is a genal partner of KPLP. (iv) KIC is a broker-dealer. KIC is organized under the laws of Illinois. (v) KPLP is an investment partnership. KPLP is organized under the laws of Illinois. (vi) KLP is an investment partnership. KLP is organized under the laws of Illinois. (vii) JLKF is a private charitable foundation organized as a nonprofit corporation under the laws of Illinois. D. During the past five years, none of Mr. Keeley, Mrs. Keeley, KAMC, KIC, KPLP, KLP or JLKF nor any of their respective executive officers or directors, has been convicted in a criminal proceeding. E. During the past five years, none of Mr. Keeley, Mrs. Keeley, KAMC, KIC, KPLP, KLP, JLKF nor any of their respective executive officers or directors, has been a party to a civil proceeding as a result of which any such person is subject to a judgment, decree or final order enjoining any such person from or mandating activities subject to federal or state securities laws, or finding any such person in violation of such laws. ITEM 3. Source and Amount of Funds or Other Consideration. The Securities reported by Mr. and Mrs. Keeley are held in margin accounts with National Financial Services, Inc. Mr. and Mrs. Keeley used personal funds and margin borrowings to purchase the Securities reported by them. The source of funds for the purchases reported by KAMC was client funds that are managed by KAMC pursuant to discretionary investment management agreements in place with each client. The Securities reported by KIC are held in margin accounts with National Financial Services, Inc. The source of funds for the purchases by the Partnerships was the assets of such Partnerships. The source of funds for the purchases reported by JLKF was the assets of such foundation. ITEM 4. Purpose of Transaction. The acquisitions made by Mr. and Mrs. Keeley, KAMC, the Partnerships JLKF and KIC for and on behalf of its clients were made for investment purposes and not for the purpose of acquiring control of the Issuer. Mr. Keeley, Mrs. Keeley, the Partnerships, KAMC, JLKF and KIC may from time to time purchase additional shares or sell these shares in the ordinary course of business, as permitted by the federal securities laws. Each of Mr. Keeley, Mrs. Keeley, KAMC, KIC, KPLP, KLP and JLKF may participate in interviews or hold discussions with third parties or with management in which they may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing shareholder values. Such suggestions or considerations may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D form, including, without limitation, such matters as disposing of one or more businesses, selling the Issuer, acquiring another company or business, changing operating or marketing strategies, adopting or not adopting, certain types of anti-takeover measures and restructuring the Issuer's capitalization or dividend policy. Other than as described above, none of Mr. Keeley, Mrs. Keeley, KAMC, KIC, KPLP, KLP nor JLKF has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D form. Item A. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended to report the following information: (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 174,300 shares, representing 12.51% of the 1,392,198 shares outstanding in the Issuer's most recently filed Form 10-Q for the period ended September 30, 1996. The Securities are beneficially owned as follows: Shares of % of Class Common of Common Name Stock Stock John L. Keeley, Jr. . . . . . . . 30,800 2.21% Barbara G. Keeley . . . . . . . . 2,000 0.14% Keeley Asset Management Corp. As Principal . . . . . . . . -- -- As Agent . . . . . . . . . . 87,300 6.27% Keeley Investment Corp. As Principal . . . . . . . . 11,000 0.79% As Agent . . . . . . . . . . -- -- Kamco Performance Limited Partnership . . . . . . . . 19,000 1.36% Kamco Limited Partnership No. 1 . 22,000 1.58% John L. Keeley, Jr. Foundation . 2,200 0.16% ------- ----- 174,300 12.51% ======= ===== Mr. Keeley is deemed to have beneficial ownership of the Securities beneficially owned by each of the foregoing persons. The 30,800 shares reported as beneficially owned by Mr. Keeley include 6,500 shares held by the Keeley Investment Corp. Profit Sharing Plan & Trust, for which Mr. Keeley is Trustee, 6,800 are shares held by the Keeley Investment Corp. Pension Plan & Trust for which Mr. Keeley is trustee and 5,000 shares are held by JGJ Partnership. (b) B. Number of such shares held by Mr. Keeley for which there is sole power to vote or direct the vote: 30,800; shared power to vote or direct the vote: 0; sole power to dispose or direct the disposition: 30,800; shared power to dispose or direct the disposition: 0. C. Number of such shares held by Mrs. Keeley for which there is sole power to vote or direct the vote: 2,000; shared power to vote or direct the vote: 0; sole power to dispose or direct the disposition: 2,000; shared power to dispose or direct the disposition: 0. D. Number of such shares held by KAMC for which there is sole power to vote or direct the vote: 87,300; shared power to vote or direct the vote: 0; sole power to dispose or direct the disposition: 87,300; shared power to dispose or direct the disposition: 0. E. Number of such shares held by KIC for which there is sole power to vote or direct the vote: 11,000; shared power to vote or direct the vote: 0; sole power to dispose or direct the disposition: 11,000; shared power to dispose or direct the disposition: 0. F. Number of such shares held by KPLP for which there is sole power to vote or direct the vote: 19,000; shared power to vote or direct the vote: 0; sole power to dispose or direct the disposition: 19,000; shared power to dispose or direct the disposition: 0. G. Number of such shares held by KLP for which there is sole power to vote or direct the vote: 22,000; shared power to vote or direct the vote: 0; sole power to dispose or direct the disposition: 22,000; shared power to dispose or direct the disposition: 0. H. Number of such shares held by JLKF for which there is sole power to vote or direct the vote: 2,200; shared power to vote or direct the vote: 0; sole power to dispose or direct the disposition: 2,200; shared power to dispose or direct the disposition: 0. (c) A detailed description of Securities transactions by Mr. Keeley, Mrs. Keeley, KAMC, KIC, KPLP, KLP and JLKF in the sixty days preceding December 2, 1996, including prices, is set forth in Exhibit 2. (d) Inapplicable. (e) Inapplicable. ITEM 5. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None of Mr. Keeley, Mrs. Keeley, KAMC, KIC, KPLP, KLP or JLKF are parties to any contract, arrangement, understanding or relationship with respect to any Securities of the Issuer. Item 7. Material to Be Filed as Exhibits. Exhibit 1 - Agreement to Make a Joint Filing Exhibit 2 - Transactions Effected in the Last Sixty Days Exhibit 3 - Keeley Asset Management Corp., Keeley Investment Corp. and John L. Keeley, Jr. Foundation Executive Officers and Directors SIGNATURES. 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. Dated: December 3, 1996 /s/John L. Keeley, Jr. John L. Keeley, Jr. /s/ Barbara G. Keeley Barbara G. Keeley KEELEY ASSET MANAGEMENT CORP. By: /s/ John L. Keeley, Jr. John L. Keeley, Jr., President KEELEY INVESTMENT CORP. By: /s/ John L. Keeley, Jr. John L. Keeley, Jr., President KAMCO PERFORMANCE LIMITED PARTNERSHIP By: /s/ John L. Keeley, Jr. John L. Keeley, Jr., General Partner KAMCO LIMITED PARTNERSHIP NO. 1 By: /s/ John L. Keeley, Jr. John L. Keeley, Jr., General Partner JOHN L. KEELEY, JR. FOUNDATION By: /s/ John L. Keeley, Jr. John L. Keeley, Jr., President and Treasurer EX-99.1 2 EXHIBIT 1 John L. Keeley, Jr., Barbara G. Keeley, Keeley Asset Management Corp., Keeley Investment Cop., Kamco Performance Limited Partnership, Kamco Limited Partnership No. 1 and John L. Keeley, Jr. Foundation agree that, unless differentiated, this Schedule 13D is filed on behalf of each of the parties. Date: October 20, 1993 Signature: /s/ JOHN L. KEELEY, JR. Name: John L. Keeley, Jr. Date: October 20, 1993 Signature: /s/ BARBARA G. KEELEY Name: Barbara G. Keeley Date: October 20, 1993 Signature: /s/ JOHN L. KEELEY, JR. Name/Title: John L. Keeley, Jr., President and Treasurer Keeley Asset Management Corp. Date: October 20, 1993 Signature: /s/ JOHN L. KEELEY, JR. Name/Title: John L. Keeley, Jr., President and Treasurer Keeley Investment Corp. Date: October 20, 1993 Signature: /s/ JOHN L. KEELEY, JR. Name/Title: John L. Keeley, Jr., General Partner Kamco Performance Limited Partnership Date: October 20, 1993 Signature: /s/ JOHN L. KEELEY, JR. Name/Title: John L. Keeley, Jr., General Partner Kamco Limited Partnership No. 1 Date: December 22, 1993 Signature: /s/ JOHN L. KEELEY, JR. Name/Title: John L. Keeley, Jr., President and Treasurer John L. Keeley, Jr. Foundation EX-99.2 3 EXHIBIT 2 The following purchases were made in over-the-counter transactions on the Nasdaq National Market by John L. Keeley, Jr., Barbara G. Keeley, Keeley Asset Management Corp., Keeley Investment Corp., Kamco Performance Limited Partnership, Kamco Limited Partnership No. 1, and John L. Keeley, Jr. Foundation in the sixty days prior to December 2, 1996. Purchased Number of Reporting Person or Sold Shares Price Date John L. Keeley, Jr. . . . . Sold 200 $ 7.13 11/14/96 Sold 500 7.25 11/14/96 Sold 1000 7.19 11/14/96 Barbara G. Keeley . . . . . -- -- -- -- Keeley Asset Management Corp. for Clients . . Purchased 500 7.56 10/25/96 Sold 7500 7.25 11/8/96 Sold 5500 7.19 11/14/96 Keeley Investment Corp. . . Sold 4400 7.25 12/2/96 -- -- -- -- Kamco Performance Limited Partnership . . . . . -- -- -- -- Kamco Limited Partnership No. 1 . . . . . . . . -- -- -- -- John L. Keeley, Jr. Foundation . . . . . . -- -- -- -- EX-99.3 4 EXHIBIT 3 Keeley Asset Management Corp. and Keeley Investment Corp. Executive Officers and Directors John L. Keeley, Jr. . . President, Treasurer and Director Mary G. Filice . . . . Senior Vice President Mark Zahorik . . . . . Vice President Barbara G. Keeley . . . Vice President, Assistant Secretary and Director Mary Ferrari . . . . . Secretary Emily Viehweg . . . . . Assistant Treasurer John L. Keeley, Jr. Foundation Executive Officers and Directors John L. Keeley, Jr. . . . President, Treasurer and Director Kevin M. Keeley . . . . . Director Barbara G. Keeley . . . . Secretary and Director Mark T. Keeley . . . . . Director John L. Keeley III . . . Director -----END PRIVACY-ENHANCED MESSAGE-----