-----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, RDCjtr9sgCzrXwHO9Mm2grDcOFsykFiZA88VqoJr/WptpZV3x30lL74BtEwYk1q8 E84TXNbskshTQ9g/bzkXKg== 0000899140-96-000627.txt : 19961220 0000899140-96-000627.hdr.sgml : 19961220 ACCESSION NUMBER: 0000899140-96-000627 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961219 SROS: NASD GROUP MEMBERS: JAY SPELLMAN GROUP MEMBERS: KRAMER SPELLMAN L P ET AL GROUP MEMBERS: ORIN S. KRAMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMBASE CORP CENTRAL INDEX KEY: 0000020639 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 952962743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36772 FILM NUMBER: 96683273 BUSINESS ADDRESS: STREET 1: GREENWICH OFFICE PARK BLDG 2 STREET 2: 51 WEAVER STREET CITY: GREENWICH STATE: CT ZIP: 06831-5155 BUSINESS PHONE: 2035322000 MAIL ADDRESS: STREET 1: GREENWICH OFFICE PARK, BLDG 2 STREET 2: 51 WEAVER STREET CITY: GREENWICH STATE: CT ZIP: 06831-5155 FORMER COMPANY: FORMER CONFORMED NAME: HOME GROUP INC DATE OF NAME CHANGE: 19890608 FORMER COMPANY: FORMER CONFORMED NAME: CITYHOME CORP DATE OF NAME CHANGE: 19780917 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KRAMER SPELLMAN L P ET AL CENTRAL INDEX KEY: 0000931328 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2050 CENTER AVE CITY: FORT LEE STATE: NJ ZIP: 07024 SC 13D/A 1 AMENDMENT NO. 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Ambase Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 023164106 (CUSIP Number) Orin S. Kramer Kramer Spellman, L.P. 2050 Center Avenue, Suite 300 Fort Lee, New Jersey 07024 (201) 592-1234 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 17, 1996 (Date of Event which Requires Filing 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 this statement [ ]. 2 SCHEDULE 13D CUSIP No. 023164106 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kramer Spellman, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not Applicable 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 Delaware 7. SOLE VOTING POWER None 8. SHARED VOTING POWER SHARES BENEFICIALLY 2,447,000 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 2,447,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,447,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.49% 14. TYPE OF REPORTING PERSON* PN 3 SCHEDULE 13D CUSIP No. 023164106 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Orin S. Kramer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not Applicable 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 United States 7. SOLE VOTING POWER None 8. SHARED VOTING POWER SHARES 2,447,000 BENEFICIALLY OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 2,447,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,447,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.49% 14. TYPE OF REPORTING PERSON* IN 4 SCHEDULE 13D CUSIP No. 023164106 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jay Spellman 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not Applicable 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 United States 7. SOLE VOTING POWER 3,500 8. SHARED VOTING POWER SHARES BENEFICIALLY 2,447,000 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON 3,500 WITH 10. SHARED DISPOSITIVE POWER 2,447,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,450,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.50% 14. TYPE OF REPORTING PERSON* IN 5 This statement amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons (as defined therein) with the Securities and Exchange Commission (the "Commission") on December 13, 1996 and constitutes Amendment No. 1 to the Schedule 13D. Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Schedule 13D. Item 3. Sources and Amounts of Funds or Other Consideration The first sentence of Item 3 is revised and amended in its entirety as set forth below: The Partnerships and Managed Accounts expended an aggregate of approximately $4,113,175 (including brokerage commissions, if any) to purchase the 2,447,000 shares of Common Stock held by them. Mr. Spellman purchased the 3,500 shares of Common Stock held by him directly for a total cost of $3,259, including brokerage commissions. Item 5. Interest in Securities of the Issuer The first four paragraphs of Item 5 are revised and amended in their entirety as set forth below: (a)-(b) On the date of this Statement: (i) Mr. Kramer has beneficial ownership for purposes of Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership") of 2,447,000 shares of Common Stock by virtue of his position as one of the two general partners of KS. Such shares represent 5.49% of the issued and outstanding Common Stock. Mr. Kramer shares voting power and dispositive power over the Common Stock with Mr. Spellman and KS. 6 (ii) Mr. Spellman has Beneficial Ownership of 2,450,500 of Common Stock by virtue of his position as one of the two general partners of KS. Such shares represent 5.50% of the issued and outstanding Common Stock. Mr. Spellman shares voting power and dispositive power over 2,447,000 shares of the Common Stock with Mr. Kramer and KS. (iii) KS has Beneficial Ownership of 2,447,000 shares of Common Stock by virtue of its position as general partner of, or discretionary investment manager to, the Partnerships and Managed Accounts, as the case the may be, holding such shares of Common Stock. Such shares represent 5.49% of the issued and outstanding Common Stock. KS shares voting power and dispositive power over such shares with Mr. Kramer and Mr. Spellman. The percentages used herein are calculated based upon the 44,533,519 shares of Common Stock stated to be issued and outstanding as of September 30, 1996, as reflected in the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 1996. (c) There have been no transactions by the Reporting Persons in the Common Stock since the initial filing of the Schedule 13D. All such transactions were over-the-counter purchases. 7 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 19, 1996 KRAMER SPELLMAN L.P. By: /s/ Orin S. Kramer Name: Orin S. Kramer Title: a General Partner By: /s/ Jay Spellman Name: Jay Spellman Title: a General Partner /s/ Orin S. Kramer Orin S. Kramer /s/ Jay Spellman Jay Spellman -----END PRIVACY-ENHANCED MESSAGE-----