-----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, EGadxaM7rpBj2eCn+Ruc2cubgVvLjkOdmvLd7Pv9nwXILa3Cgsw4X1dn2LpYJrq1 MaSAncl8P+8ROl4gt0t47A== 0000950142-96-000323.txt : 19960724 0000950142-96-000323.hdr.sgml : 19960724 ACCESSION NUMBER: 0000950142-96-000323 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960722 SROS: NASD GROUP MEMBERS: DAVIDSON GROUP MEMBERS: DAVIDSON KEMPNER ADVISERS INC. GROUP MEMBERS: DAVIDSON KEMPNER ENDOWMENT PARTNERS GROUP MEMBERS: DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL ADVISORS, GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL LTD. GROUP MEMBERS: DAVIDSON KEMPNER PARTNERS GROUP MEMBERS: DAVIDSON M H & CO INC/ GROUP MEMBERS: JR. TRUSTEES U/A/D 8/31/87 FBO TREVOR GROUP MEMBERS: L.L.C. GROUP MEMBERS: L.P. GROUP MEMBERS: M. KEMPNER GROUP MEMBERS: M.H. DAVIDSON & CO. GROUP MEMBERS: MARVIN H. DAVIDSON GROUP MEMBERS: MARVIN H. DAVIDSON FOUNDATION INC. GROUP MEMBERS: MASTERS FUND, L.P. GROUP MEMBERS: MHD MANAGEMENT CO. GROUP MEMBERS: MICHAEL J. LEFFELL GROUP MEMBERS: SCOTT E. DAVIDSON GROUP MEMBERS: SEYMOUR HERTZ & MARVIN H. DAVIDSON GROUP MEMBERS: STEPHEN M. DOWICZ GROUP MEMBERS: THOMAS L. KEMPNER FOUNDATION INC. GROUP MEMBERS: THOMAS L. KEMPNER, JR. GROUP MEMBERS: THOMSON L. KEMPNER/THOMAS L. KEMPNER, GROUP MEMBERS: TRUSTEES U/A/D 1/29/69 FBO SCOTT ERIC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROSPECT GROUP INC CENTRAL INDEX KEY: 0000739169 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 133021879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38276 FILM NUMBER: 96597414 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE STREET 2: SUITE 1500 CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2127588500 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: SUITE 1500 CITY: NEW YORK STATE: NY ZIP: 10021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON M H & CO INC/ CENTRAL INDEX KEY: 0000937617 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 885 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123713000 MAIL ADDRESS: STREET 2: 885 THIRD AVE SUITE 810 CITY: NEW YORK STATE: NY ZIP: 10022-4834 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 6) _______________________ THE PROSPECT GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 742 918204 (CUSIP Number) _______________________ STEPHEN M. DOWICZ 885 THIRD AVENUE NEW YORK, NY 10022 TEL. NO.: (212) 371-3047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) _______________________ JULY 16, 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 statement 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 [ ]. Page 1 of 39 Pages SCHEDULE 13D CUSIP NO. 742 918204 Page 2 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 230,230 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 230,230 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,230 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 742 918204 Page 3 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Institutional Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 130,780 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 130,780 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,780 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 742 918204 Page 4 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON M.H. Davidson & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 17,790 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 17,790 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,790 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .76% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 742 918204 Page 5 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Endowment Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 92,740 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 92,740 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,740 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 742 918204 Page 6 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MHD Management Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 322,970 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 322,970 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 322,970 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.9% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 742 918204 Page 7 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner Advisers Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 130,780 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 130,780 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,780 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 742 918204 Page 8 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marvin H. Davidson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Unites States 7 SOLE VOTING POWER NUMBER OF SHARES 12,700 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 479,700 9 SOLE DISPOSITIVE POWER 12,700 10 SHARED DISPOSITIVE POWER 479,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 489,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 742 918204 Page 9 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas L. Kempner, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES 600 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 479,700 9 SOLE DISPOSITIVE POWER 1,200 10 SHARED DISPOSITIVE POWER 479,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.6% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 742 918204 Page 10 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen M. Dowicz 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES 100 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 479,700 9 SOLE DISPOSITIVE POWER 100 10 SHARED DISPOSITIVE POWER 479,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.6% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 742 918204 Page 11 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Scott E. Davidson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES -- BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 479,700 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 479,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.6% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 742 918204 Page 12 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael J. Leffell 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF SHARES -- BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 479,700 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 479,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.6% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 742 918204 Page 13 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas L. Kempner Foundation Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 300 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 300 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .013% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP NO. 742 918204 Page 14 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomson L. Kempner/Thomas L. Kempner, Jr. Trustees U/A/D 8/31/87 FBO Trevor M. Kempner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 100 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 100 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .004% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP NO. 742 918204 Page 15 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seymour Hertz & Marvin H. Davidson Trustees U/A/D 1/29/69 FBO Scott Eric Davidson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 1,300 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 1,300 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .06% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP NO. 742 918204 Page 16 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marvin H. Davidson Foundation Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 1,400 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 1,400 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .06% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP NO. 742 918204 Page 17 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner International Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 7 SOLE VOTING POWER NUMBER OF SHARES 7,200 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 7,200 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .31% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 742 918204 Page 18 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Masters Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES 960 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 960 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 960 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .04% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 742 918204 Page 19 of 39 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Davidson Kempner International Advisors, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ X ] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 7,200 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 7,200 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .31% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 20 of 39 The persons making this filing hereby amend and supplement their Statement on Schedule 13D dated May 30, 1991, as amended by Amendment No. 1 dated September 5, 1991, Amendment No. 2 dated February 19, 1992, Amendment No.3 dated July 21, 1993, Amendment No. 4 dated August 8, 1994 and Amendment No. 5 dated March 17, 1995 (as amended, the "Original Statement"), as set forth in this Amendment No. 6. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Statement. ITEM 1. SECURITY AND ISSUER. This Schedule relates to shares of Common Stock, par value $.01 per share (the "Common Stock"), of The Prospect Group, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 667 Madison Avenue, New York, New York 10021. ITEM 2. IDENTITY AND BACKGROUND. The response set forth in Item 2 is restated in its entirety as follows: The names and addresses of the persons filing this Schedule are as follows: Davidson Kempner Partners ("DKP"), a New York limited partnership, whose address in 885 Third Avenue, New York, New York 10022, and which is engaged in buying and selling securities for investment purposes; Davidson Kempner Institutional Partners, L.P. ("DKIP"), a Delaware limited partnership, whose address is 885 Third Avenue, New York, New York 10022, and which is engaged in buying and selling securities for investment purposes; M.H. Davidson & Co., a New York limited partnership, whose address is 885 Third Avenue, New York, New York 10022, and which is engaged in buying and selling securities for investment purposes; Davidson Kempner Endowment Partners ("DKEP"), a New York limited partnership, whose address is 885 Third Avenue, New York, New York 10022, and which is engaged SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 21 of 39 in buying and selling securities for investment purposes; MHD Management Co. ("MHD"), a New York limited partnership, whose address is 885 Third Avenue, New York, New York 10022, and which is the general partner of DKP and DKEP; Davidson Kempner Advisers Inc. ("DKAI"), a New York corporation, whose address is 885 Third Avenue, New York, New York 10022, and which is the general partner of DKIP and an investment manager of Masters Fund, L.P.; Davidson Kempner International Ltd. ("DKIL"), a British Virgin Islands company, whose address is c/o Citco B.V.I. Limited, Citco Building, Wickhams Cay, P.O. Box 662, Road Town, Tortolla British Virgin Islands, and which is engaged in buying and selling securities for investment purposes; Masters Fund, L.P. ("Masters Fund"), a New York limited partnership, whose address is 885 Third Avenue, New York, New York 10022, and which is engaged in buying and selling securities for investment purposes; Davidson Kempner International Advisors, L.L.C. ("DKIA"), a Delaware limited liability company, whose address is 885 Third Avenue, New York, New York 10022, and which is the investment manager of DKIL; Marvin H. Davidson, Thomas L. Kempner, Jr., Stephen M. Dowicz, Scott E. Davidson and Michael J. Leffell, general partners of M.H. Davidson & Co. Information in response to Items (a) through (f) with respect to the above named individuals is set forth in Appendix I hereto and incorporated by reference herein; Thomas L. Kempner Foundation Inc. (the "Kempner Foundation"), a private charitable foundation organized under the laws of the state of New York, established by Thomas L. Kempner, Jr. for the benefit of certain charities. Thomas L. Kempner, Jr. is the President of the Kempner Foundation, whose address is 885 Third Avenue, New York, N.Y. 10022; Thomas L. Kempner/Thomas L. Kempner, Jr., Trustees U/A/D 8/31/87 FBO Trevor M. Kempner, a New York trust ("Kempner Trust") established for the benefit of Trevor SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 22 of 39 M. Kempner. The address of Kempner Trust is 885 Third Avenue, New York, N.Y. 10022; Seymour Hertz & Marvin H. Davidson, Trustees U/A/D 1/29/69 FBO Scott Eric Davidson, a New York trust (the "Davidson Trust") established for the benefit of Scott E. Davidson. The address of the Davidson Trust is 885 Third Avenue, New York, N.Y. 10022. Mr. Hertz is an attorney at the law firm of Paul, Weiss, Rifkind, Wharton & Garrison; and Marvin H. Davidson Foundation, a private charitable foundation organized under the laws of the state of New York (the "Davidson Foundation"), established by Marvin H. Davidson for the benefit of certain charities. Mr. Davidson is the President of the Davidson Foundation, whose address is 885 Third Avenue, New York, N.Y. 10022. The above named individuals are sometimes referred to as the "Reporting Parties." None of the Reporting Parties has, during the last five years, been (i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such limited partnership or corporation was 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. Certain information concerning the officers and directors of DKAI, DKIA, the Kempner Foundation and the Davidson Foundation is set forth on Appendix I hereto and incorporated by reference herein. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Working capital of DKP, DKIP, DKIL, DKIA, DKEP, MHD, DKAI, MHD & Co., Masters Fund, Kempner Foundation, Kempner Trust, Davidson Trust and Davidson Foundation and personal funds of Thomas L. Kempner, Jr. and Marvin H. Davidson. ITEM 4. PURPOSE OF THE TRANSACTION. The Reporting Parties have acquired the shares of Common Stock for investment purposes. SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 23 of 39 The Reporting Parties have no intention, plan or proposal with respect to: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 24 of 39 (j) Any action similar to any of those enumerated above. Each of the Reporting Parties, however, may, at any time and from time to time, and reserves the right to, acquire additional securities of the Company, dispose of any such securities of the Company or formulate other plans or proposals regarding the Company or its securities, to the extent deemed advisable by such Reporting Party in light of its general investment policies, market conditions or other factors ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated to read, in its entirety, as follows: The aggregate percentage of shares of Common Stock reported owned by each person herein is based upon the Issuer's Form 10-Q for the quarterly period ended March 31, 1996, which disclosed that 2,326,330 shares of Common Stock were outstanding at the close of business on May 1, 1996. As of the close of business on July 16, 1996: (i) The Reporting Parties own in the aggregate 496,800 shares of Common Stock which represent approximately 21.36% of the shares of Common Stock as set forth below. Information concerning transactions in the Common Stock effected by the Reporting Parties is set forth in Appendix II. NAME OF REPORTING PARTY: DKP (a) Aggregate Number of Securities Owned 230,230 Percentage 9.9% (b) 1. Sole power to vote or to direct the vote 230,230 2. Shared power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 230,230 SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 25 of 39 4. Shared power to dispose of or to direct the disposition -- DKIP (a) Aggregate Number of Securities Owned 130,780 Percentage 5.6% (b) 1. Sole power to vote or to direct the vote 130,780 2. Shared power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 130,780 4. Shared power to dispose of or to direct the disposition -- M.H. DAVIDSON & CO. (a) Aggregate Number of Securities Owned 17,790 Percentage .76% (b) 1. Sole power to vote or to direct the vote 17,790 2. Shared power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 17,790 4. Shared power to dispose of or to direct the disposition -- DKEP (a) Aggregate Number of Securities Owned 92,740 Percentage 4% (b) 1. Sole power to vote or to direct the vote 92,740 SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 26 of 39 2. Shared power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 92,740 4. Shared power to dispose of or to direct the disposition -- MHD MANAGEMENT CO. (a) Aggregate Number of Securities Owned 322,970 (b) Percentage 13.9% 1. Sole power to vote or to direct the vote 322,970 2. Shared power to vote or to direct -- the vote 3. Sole power to dispose or to direct the disposition 322,970 4. Shared power to direct the -- disposition DAVIDSON KEMPNER ADVISERS INC. (a) Aggregate Number of Securities Owned 130,780 (b) Percentage 5.6% 1. Sole Power to vote or to direct the vote 130,780 2. Shared Power to vote or to direct -- the vote 3. Sole power to dispose or to direct the dispositions 130,780 4. Shared power to direct the -- disposition SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 27 of 39 MARVIN H. DAVIDSON (a) Aggregate Number of Securities Owned 492,400 {1} (a) Percentage 21.2% 1. Sole Power to vote or to direct 12,700 the vote 2. Shared Power to vote or to direct 479,700 the vote 3. Sole power to dispose or to direct 12,700 the disposition 4. Shared power to direct the 479,700 disposition THOMAS L. KEMPNER, JR. (a) Aggregate Number of Securities Owned 480,900{2} (b) Percentage 20.7% 1. Sole Power to vote or to direct 600 the vote 2. Shared Power to vote or to direct 479,700 the vote - --------------------- **FOOTNOTES** {1/}This amount includes 1,300 shares of Common Stock, held of record by the Davidson Trust for which Mr. Davidson is a trustee, and 1,400 shares held of record by the Davidson Foundation, of which Mr. Davidson is the President. Mr. Davidson disclaims beneficial ownership with respect to each of the foregoing. {2/}This amount includes: (a) 500 shares held of record by Coudert Brothers Profit Sharing & Retirement Plan F/A Katheryn Patterson, for which Mr. Kempner has dispositive power only; (b) 100 shares held of record by Katheryn Clews Patterson, IRA Bear Stearns & Co. Custodian, for which Mr. Kempner has dispositive power only; (c) 100 shares held of record by Kempner Trust, for which Mr. Kempner is a trustee; and (d) 300 shares held of record by the Kempner Foundation, of which Mr. Kempner is the President. Mr. Kempner disclaims beneficial ownership of (a) through (d). SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 28 of 39 3. Sole power to dispose or to direct 1,200 the disposition 4. Shared power to direct the 479,700 disposition STEPHEN M. DOWICZ (a) Aggregate Number of Securities Owned 479,800 (b) Percentage 20.6% 1. Sole Power to vote or to direct 100 the vote 2. Shared Power to vote or to direct 479,700 the vote 3. Sole power to dispose or to direct 100 the disposition 4. Shared power to direct the 479,700 disposition SCOTT E. DAVIDSON (a) Aggregate Number of Securities Owned 479,700 (b) Percentage 20.6% 1. Sole Power to vote or to direct -- the vote 2. Shared Power to vote or to direct 479,700 the vote 3. Sole power to dispose or to direct -- the disposition 4. Shared power to direct the 479,700 disposition MICHAEL J. LEFFELL (a) Aggregate Number of Securities Owned 479,700 (b) Percentage 20.6% 1. Sole Power to vote or to direct -- the vote SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 29 of 39 2. Shared Power to vote or to direct 479,700 the vote 3. Sole power to dispose or to direct -- the disposition 4. Shared power to direct the 479,700 disposition THOMAS L. KEMPNER FOUNDATION INC. (a) Aggregate Number of Securities Owned 300 (b) Percentage .013% 1. Sole Power to vote or to direct 300 the vote 2. Shared Power to vote or to direct -- the vote 3. Sole power to dispose or to direct 300 the disposition 4. Shared power to direct the -- disposition THOMAS L. KEMPNER/THOMAS L. KEMPNER, JR. TRUSTEES, U/A/D 8/31/87 FBO TREVOR M. KEMPNER (a) Aggregate Number of Securities Owned 100 (b) Percentage .004% 1. Sole Power to vote or to direct 100 the vote 2. Shared Power to vote or to direct -- the vote 3. Sole power to dispose or to direct 100 the disposition 4. Shared power to direct the -- disposition SEYMOUR HERTZ & MARVIN H. DAVIDSON, TRUSTEES U/A/D 1/29/69 FBO SCOTT ERIC DAVIDSON SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 30 of 39 (a) Aggregate Number of Securities Owned 1,300 (b) Percentage .06% 1. Sole Power to vote or to direct 1,300 the vote 2. Shared Power to vote or to direct -- the vote 3. Sole power to dispose or to direct 1,300 the disposition 4. Shared power to direct the -- disposition MARVIN H. DAVIDSON FOUNDATION INC. (a) Aggregate Number of Securities Owned 1,400 (a) Percentage .06% 1. Sole Power to vote or to direct 1,400 the vote 2. Shared Power to vote or to direct -- the vote 3. Sole power to dispose or to direct 1,400 the disposition 4. Shared power to direct the -- disposition DAVIDSON KEMPNER INTERNATIONAL LTD. (a) Aggregate Number of Securities Owned 7,200 (b) Percentage .31% 1. Sole Power to vote or to direct the vote 7,200 2. Shared Power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 7,200 SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 31 of 39 4. Shared power to direct the disposition -- MASTERS FUND, L.P. (a) Aggregate Number of Securities Owned 960 (b) Percentage .04% 1. Sole Power to vote or to direct the vote 960 2. Shared Power to vote or to direct the vote -- 3. Sole power to dispose or to directthe disposition 960 4. Shared power to direct the disposition -- DKIA (a) Aggregate Number of Securities Owned 7,200 (b) Percentage .31% 1. Sole Power to vote or to direct the vote 7,200 2. Shared Power to vote or to direct the vote -- 3. Sole power to dispose or to directthe disposition 7,200 4. Shared power to direct thedisposition -- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 32 of 39 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. July 20, 1996 DAVIDSON KEMPNER PARTNERS By MHD Management Co., its general partner By: /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. General Partner DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P. By Davidson Kempner Advisers Inc., its general partner By: /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. Secretary SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 33 of 39 DAVIDSON KEMPNER ENDOWMENT PARTNERS By MHD Management Co., its general partner By: /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. General Partner M.H. DAVIDSON & CO. By: /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. General Partner MHD MANAGEMENT CO. By: /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. General Partner DAVIDSON KEMPNER ADVISERS INC. By: /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. Secretary SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 34 of 39 /s/ MARVIN H. DAVIDSON Marvin H. Davidson /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. /s/ STEPHEN M. DOWICZ Stephen M. Dowicz /s/ SCOTT E. DAVIDSON Scott E. Davidson /s/ MICHAEL J. LEFFELL Michael J. Leffell THOMAS L. KEMPNER FOUNDATION INC. By: /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. President SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 35 of 39 THOMAS L. KEMPNER/THOMAS L. KEMPNER, JR., TRUSTEES U/A/D 8/31/87 FBO TREVOR M. KEMPNER By: /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. Trustee SEYMOUR HERTZ & MARVIN H. DAVIDSON, TRUSTEES U/A/D 1/29/69 FBO SCOTT ERIC DAVIDSON By: /s/ MARVIN H. DAVIDSON Marvin H. Davidson Trustee MARVIN H. DAVIDSON FOUNDATION INC. By: /s/ MARVIN H. DAVIDSON Marvin H. Davidson President DAVIDSON KEMPNER INTERNATIONAL LTD. By Davidson Kempner International Advisors, LLC By: /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. A Managing Member DAVIDSON KEMPNER INTERNATIONAL ADVISORS, LLC By: /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. A Managing Member SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 36 of 39 MASTERS FUND, L.P. By Davidson Kempner Advisers Inc., its Investment Manager By: /s/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. Secretary SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 37 of 39 APPENDIX I DAVIDSON KEMPNER ADVISERS INC. AND DAVIDSON KEMPNER INTERNATIONAL ADVISORS LLC NAME AND POSITION Present Principal Occupation and Business Address Marvin H. Davidson Investment Advisor DKAI - President 885 Third Avenue DKIA - Executive Managing New York, NY 10022 Member Stephen M. Dowicz Investment Advisor DKAI - Treasurer 885 Third Avenue DKIA - Managing Member New York, NY 10022 Thomas L. Kempner, Jr. Investment Advisor DKAI - Secretary 885 Third Avenue DKIA - Managing Member New York, NY 10022 Scott E. Davidson Investment Advisor DKAI - Managing Director 885 Third Avenue DKIA - Managing Member New York, NY 10022 Michael J. Leffell Investment Advisor DKAI - Managing Director 885 Third Avenue DKIA - Managing Member New York, NY 10022 THOMAS L. KEMPNER FOUNDATION INC. Present Principal Occupation Name and Position and Business Address Thomas L. Kempner, Jr. Investment Advisor President 885 Third Avenue New York, NY 10022 SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 38 of 39 MARVIN H. DAVIDSON FOUNDATION INC. Present Principal Occupation Name and Position and Business Address Marvin H. Davidson Investment Advisor President 885 Third Avenue New York, NY 10022 All of the above named individuals are citizens of the United States. SCHEDULE 13D, Amendment No. 6 CUSIP NO. 742 918204 Page 39 of 39 APPENDIX II The Prospect Group, Inc. Transaction Schedule From March 17, 1995 to July 16, 1996 DATE QUANTITY PRICE/SHARE WHERE/HOW 4/9/96 15,000 $11.00 Open Market Purchase 7/16/96 94,920 11.00 Open Market Purchase -----END PRIVACY-ENHANCED MESSAGE-----