SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Semele Group Inc.
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(Name of Issuer)
Common Stock, $.10 par value per share
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(Title of Class of Securities)
8166 18 201
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(CUSIP Number)
James A. Coyne, Executive Vice President, Equis Financial Group
200 Nyala Farms, Westport, Connecticut 06880
(203) 341-0555
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 24, 2002
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(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
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CUSIP No. 8166 18 201 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James A. Coyne
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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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
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10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,747
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
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14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No. 8166 18 201 Page 3 of 5 Pages
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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
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CUSIP No. 8166 18 201 Page 4 of 5 Pages
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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
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CUSIP No. 8166 18 201 Page 5 of 5 Pages
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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
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James A. Coyne