-----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, Liotrh5v6SNeYm5lZi0jA5vL0SiUV9eTOlU5mXPxz8JEUcglkirBDC4dVYKycm+C cpXQGygJ6qX+iziwvdFjpw== 0000899140-98-000143.txt : 19980225 0000899140-98-000143.hdr.sgml : 19980225 ACCESSION NUMBER: 0000899140-98-000143 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980224 SROS: NYSE GROUP MEMBERS: JAY S. SPELLMAN GROUP MEMBERS: KRAMER SPELLMAN L P ET AL GROUP MEMBERS: ORIN S. KRAMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRIS GROUP INC CENTRAL INDEX KEY: 0000798085 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 330097221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-37241 FILM NUMBER: 98548068 BUSINESS ADDRESS: STREET 1: 650 TOWN CENTER DR STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145491600 MAIL ADDRESS: STREET 1: 650 TOWN CENTER DRIVE STREET 2: STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626-1925 FORMER COMPANY: FORMER CONFORMED NAME: US FACILITIES CORP DATE OF NAME CHANGE: 19920703 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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) The Centris Group, Inc. (formerly, U.S. Facilities Corporation) (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 155904105 (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) February 19, 1998 (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] SCHEDULE 13D CUSIP No. 155904105 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 272,000 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 272,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 272,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.51% 14. TYPE OF REPORTING PERSON* PN 2 SCHEDULE 13D CUSIP No. 155904105 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 BENEFICIALLY 272,000 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 272,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 272,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.51% 14. TYPE OF REPORTING PERSON* IN 3 SCHEDULE 13D CUSIP No. 155904105 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jay S. 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 None 8. SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% 14. TYPE OF REPORTING PERSON* IN 4 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 April 1, 1996, as amended by Amendment No. 1 filed with the Commission on May 23, 1996 and Amendment No. 2 filed with the Commission on July 25, 1997, and constitutes Amendment No. 3 to the Schedule 13D. Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Schedule 13D. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is revised and amended in its 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 272,000 shares of Common Stock by virtue of his position as general partner of KS. Such shares represent 4.51% of the issued and outstanding Common Stock. Mr. Kramer shares voting power and dispositive power over the Common Stock with KS. (ii) Mr. Spellman no longer has Beneficial Ownership of any Common Stock as a result of his withdrawal as a general partner of KS effective as of December 31, 1997. Accordingly, Mr. Spellman no longer shares voting power or dispositive power over the Common Stock with Mr. Kramer and KS. 5 (iii) KS has Beneficial Ownership of 272,000 shares of Common Stock by virtue of its position as general partner of, or discretionary investment manager to, the Partnerships and the Managed Accounts, as the case may be, holding such shares of Common Stock. Such shares represent 4.51% of the issued and outstanding Common Stock. KS shares voting power and dispositive power over such shares with Mr. Kramer. The percentages used herein are calculated based upon the 6,027,148 shares of Common Stock stated to be issued and outstanding as of November 7, 1997, as reflected in the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 1997. (c) The trading dates, number of shares purchased, sold or otherwise disposed of, and the average price per share (including commissions, if any) for all transactions by the Reporting Persons during the past 60 days are set forth in Schedule I hereto. All such transactions were effected on The New York Stock Exchange, except that the transactions that occurred on January 12, 1998 and January 27, 1998 (as noted on Schedule I) represent a transfer of Common Stock to certain withdrawing limited partners of one of the Partnerships. (d) No person other than each respective record owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or proceeds upon the sale of shares of Common Stock, 6 except that the respective shareholders, partners or owners as relevant, of the Partnerships and the Managed Accounts have the right to participate in the receipt of dividends from or proceeds upon the sale of shares of Common Stock held for their respective accounts. (e) Effective December 31, 1997, Mr. Spellman ceased to be the Beneficial Owner of more than 5% of the outstanding shares of Common Stock as a result of his withdrawal as a general partner of KS as of that date. Additionally, effective February 19, 1998, both KS and Mr. Kramer each ceased to be a Beneficial Owner of more than 5% of the outstanding shares of Common Stock. Item 7. Material to be Filed as Exhibits Joint Filing Agreement among KS, Mr. Kramer and Mr. Spellman, dated April 1, 1996 (filed as Exhibit A to the Schedule 13D and incorporated herein by reference.) 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. February 24, 1998 KRAMER SPELLMAN, L.P. By: /s/ Orin S. Kramer Name: Orin S. Kramer Title: General Partner /s/ Orin S. Kramer Orin S. Kramer /s/ Jay Spellman Jay Spellman 8 Schedule I ---------- Shares Sold (or Date otherwise disposed of) Price Per Share - ---- ---------------------- --------------- 12/30/97 1,000 $21.835 01/06/98 500 22.146 01/07/98 3,000 22.001 01/08/98 1,000 22.209 01/12/98* 3,000 N/A 01/20/98 1,000 21.896 01/23/98 5,000 21.689 01/26/98 5,000 22.102 01/27/98 1,300 21.855 01/27/98* 4,000 N/A 01/29/98 3,000 21.960 02/03/98 10,000 23.866 02/04/98 7,000 24.802 02/05/98 5,000 24.939 02/19/98 30,000 24.979 02/23/98 5,000 24.814 - ----------------- * See Item 5(c) of Schedule 13D. -----END PRIVACY-ENHANCED MESSAGE-----