-----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, LBwf6qZugdJ2wdkXRzN4KTQRU4G/b+L0mfvRLQZD9iO/LUq18AvEfQKXaGZtS361 f7KFE4P7RWdQEIaf+1dy0Q== 0000899140-96-000255.txt : 19960524 0000899140-96-000255.hdr.sgml : 19960524 ACCESSION NUMBER: 0000899140-96-000255 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960523 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: US FACILITIES CORP CENTRAL INDEX KEY: 0000798085 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 330097221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37241 FILM NUMBER: 96571263 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 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) US Facilities Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 911822104 (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) May 21, 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 [ ]. Page 1 of 8 2 SCHEDULE 13D CUSIP No. 911822104 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 417,500 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 417,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 417,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.27% 14. TYPE OF REPORTING PERSON* PN 3 SCHEDULE 13D CUSIP No. 911822104 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 417,500 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 417,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 417,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.27% 14. TYPE OF REPORTING PERSON* IN 4 SCHEDULE 13D CUSIP No. 911822104 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 None 8. SHARED VOTING POWER SHARES BENEFICIALLY 417,500 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 417,500 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 417,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.27% 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 April 1, 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 $7,474,537 (including brokerage commissions, if any) to purchase the 417,500 shares of Common Stock held by them. 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 417,500 shares of Common Stock by virtue of his position as one of the two general partners of KS. Such shares represent 7.27% of the issued and outstanding Common Stock. Mr. Kramer shares voting power and dispositive power over the Common Stock with Mr. Spellman and KS. (ii) Mr. Spellman has Beneficial Ownership of 417,500 of Common Stock by virtue of his position as one of the two general partners of KS. Such shares represent 7.27% of the 6 issued and outstanding Common Stock. Mr. Spellman shares voting power and dispositive power over the Common Stock with Mr. Kramer and KS. (iii) KS has Beneficial Ownership of 417,500 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 7.27% 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 5,833,848 shares of Common Stock stated to be issued and outstanding as of March 21, 1996, as reflected in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. (c) The trading dates, number of shares purchased or sold and the average price per share (including commissions, if any) for all transactions by the Reporting Persons since the initial filing of the Schedule 13D are set forth in Schedule I hereto. 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. May 22, 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 8 Schedule I Date Shares Purchased Price Per Share 3/29/96 2,000 $18.560 5/14/96 8,000 17.550 5/21/96 70,000 17.000 -----END PRIVACY-ENHANCED MESSAGE-----