Item 4. Purpose of Transaction.
The last paragraph of Section (a) of Item 4 is amended and
supplemented in its entirety to read as follows:
The continuing decline in the market price of the Common Stock is
having several detrimental effects on Kelley, including limiting its
financing alternatives and impairing its ability to continue listing the Common Stock on The Nasdaq Stock Market. In response, the Reporting Persons are considering a variety of plans and proposals with respect to the equity securities of Kelley,including, among others, investigating the purchase of shares of Common Stock or other equity securities of Kelley by the Reporting Persons or their affiliates. The Reporting Persons intend continuously to review all
aspects of their investment in Kelley, including the market price of the Common Stock, Kelley's business operations, financial results and condition and prospects, conditions in the securities markets generally and general economic and industry conditions. The Reporting Persons reserve the right,based on their continuing review of these and other relevant factors, (i)to acquire shares of Common Stock or other equity securities of Kelley in the open market, in privately negotiated transactions, directly from Kelley or otherwise, or (ii) to dispose of shares of Common Stock in the open market, in privately negotiated transactions or otherwise, or (iii) otherwise to change their intention with respect to any or all of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented in its entirety to read as follows:
On March 29, 1999, pursuant to certain changes in the constitutive documents of Contour, all the membership interests of JFB in Contour were redeemed in exchange for 2,855,952 shares of Common Stock, which represented a proportionate amount of the 75,000,000 shares of Common
Stock previously held by Contour. By reason of the redemption of its
interests in Contour, JFB no longer has any voting or dispositive power over Common Stock held by Contour.
Page 7 of 8
Signatures
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.Date: March 29, 1999
CONTOUR PRODUCTION COMPANY L.L.C.,
by: /s/ John F. Bookout
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