-----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, Bq10WHfUJEjDwYxgV6db5YwWvD2kwR3q6pHpbL6qfwRtYsB4a2pwPwNIdPsccr52 Cmb9Ol1ondApQmzUih4lSQ== 0000950142-97-000053.txt : 19970130 0000950142-97-000053.hdr.sgml : 19970130 ACCESSION NUMBER: 0000950142-97-000053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970129 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000818789 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 470713310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48155 FILM NUMBER: 97513720 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE SUITE 600 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 4153586394 MAIL ADDRESS: STREET 2: 950 TOWER LANE SUITE 600 CITY: FOSTER CITY STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAMER J J & CO INC CENTRAL INDEX KEY: 0001013994 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 WALL ST STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127424480 MAIL ADDRESS: STREET 1: 100 WALL ST STREET 2: 8 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) America First Financial Fund (Name of Issuer) Beneficial Unit Certificate, par value $20.00 per BUC (Title of Class of Securities) 023 913 106 (CUSIP Number) JAMES J. CRAMER 100 Wall Street 8th Floor New York, NY 10005 Tel. No.: (212) 742-4480 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 23, 1997 (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 statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. PAGE 1 OF 11 PAGES SCHEDULE 13D CUSIP NO. 023 913 106 PAGE 2 OF 11 PAGES - ------------------------------------ ----------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.J. Cramer & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) (B) X 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 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 NUMBER OF 390,000 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 390,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 390,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14 TYPE OF REPORTING PERSON CO - ------ -------------- SCHEDULE 13D CUSIP NO. 023 913 106 PAGE 3 OF 11 PAGES - ------------------------------------ ----------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James J. Cramer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) (B) X 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 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 NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 390,000 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 390,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 390,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14 TYPE OF REPORTING PERSON IN - ------ -------------- SCHEDULE 13D CUSIP NO. 023 913 106 PAGE 4 OF 11 PAGES - ------------------------------------ ----------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Karen L. Cramer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) (B) X 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 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 NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 390,000 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 390,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 390,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14 TYPE OF REPORTING PERSON IN - ------ -------------- CUSIP NO. 023 913 106 PAGE 5 OF 11 PAGES SCHEDULE 13D CUSIP NO. 023 913 106 PAGE 5 OF 11 PAGES - ------------------------------------ ----------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cramer Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) (B) X 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 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 NUMBER OF 390,000 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 390,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 390,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14 TYPE OF REPORTING PERSON PN - ------ -------------- SCHEDULE 13D CUSIP NO. 023 913 106 PAGE 6 OF 11 PAGES - ------------------------------------ ----------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cramer Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (B) X 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 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 NUMBER OF 390,000 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 390,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 390,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14 TYPE OF REPORTING PERSON CO - ------ -------------- CUSIP NO. 023 913 106 PAGE 7 OF 11 PAGES ITEM 1. SECURITY AND ISSUER. The undersigned hereby amends the statement on Schedule 13D, dated October 18, 1995, as amended by Amendment No. 1, dated November 17, 1995, and as amended by Amendment No. 2, dated January 29, 1996 (the "Statement"), filed by the undersigned relating to the Beneficial Unit Certificate ("BUC"), par value $20.00 per BUC of America First Financial Fund 1987-A Limited Partnership, a Delaware limited partnership, as set forth below. Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the Statement. ITEM 2. IDENTITY AND BACKGROUND. Item 2 of the Statement is hereby amended and restated to read in its entirety as follows: This statement on Schedule 13D is being filed by J.J. Cramer & Co., a Delaware corporation (the "Manager"), Cramer Partners, L.P., a Delaware limited partnership (the "Partnership"), Cramer Capital Corporation, a Delaware corporation, James J. Cramer and Karen L. Cramer (collectively, the "Reporting Persons"). A copy of the Joint Filing Agreement among the Reporting Persons is annexed hereto as Exhibit A. The Manager acts as an investment adviser and manager of the Partnership. The address of the principal business and principal office of the Manager, the Partnership and Cramer Capital Corporation is 100 Wall Street, 8th Floor, New York, New York 10005. The business address of James Cramer and Karen Cramer is 100 Wall Street, New York, New York 10005. The present principal occupation or employment of James Cramer is President of J.J. Cramer & Co. and the present principal occupation or employment of Karen Cramer is Vice President of J.J. Cramer & Co. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. James Cramer and Karen Cramer are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Statement is hereby amended and restated to read in its entirety as follows: CUSIP NO. 023 913 106 PAGE 8 OF 11 PAGES The 390,000 BUCs held by the Reporting Persons were purchased with the personal funds of the Partnership in the aggregate amount of $8,941,255.88. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a), 5(b) and 5(c) of the Statement are hereby amended and restated to read in their entirety as follows: (a) This statement on Schedule 13D relates to 390,000 BUCs beneficially owned by the Reporting Persons, which constitute approximately 6.5% of the issued and outstanding BUCs. (b) The Partnership, Cramer Capital Corporation and the Manager have sole voting and dispositive power with respect to 390,000 BUCs owned by the Partnership. James Cramer and Karen Cramer have shared voting and dispositive power with respect to the Partnership's 390,000 BUCs. (c) In the past sixty days, the Reporting Persons purchased and sold BUCs on the dates, in the amounts and at the prices set forth on Exhibit B attached hereto and incorporated by reference herein. All of such purchases and sales were made on the open market. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Statement is amended and restated to read in its entirety as follows: As discussed in Item 2 above, the Manager acts as investment adviser to the Partnership, which owns 390,000 BUCs. James Cramer is the president of the Manager and Karen Cramer is the vice president. Except as set forth above, there exist no contracts, arrangements, understandings or relationships legal or otherwise among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Company, including, but not limiting to transfer or voting of any securities, finders' fees, joint ventures, loan or option agreements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. CUSIP NO. 023 913 106 PAGE 9 OF 11 PAGES SIGNATURES 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. Dated: January 29, 1997 J.J. CRAMER & CO. By:/s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President /s/ James J. Cramer ----------------------- James J. Cramer /s/ Karen L. Cramer ----------------------- Karen L. Cramer CRAMER PARTNERS, L.P. By: CRAMER CAPITAL CORPORATION, its general partner By:/s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President CRAMER CAPITAL CORPORATION By:/s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President CUSIP NO. 023 913 106 PAGE 10 OF 11 PAGES EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below each hereby agrees that the Schedule 13D filed herewith and any amendments thereto relating to the acquisition of shares of the Common Stock of the Limited Partnership is filed jointly on behalf of each such person. Dated: January 29, 1997 J.J. CRAMER & CO. By:/s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President /s/ James J. Cramer ----------------------- James J. Cramer /s/ Karen L. Cramer ----------------------- Karen L. Cramer CRAMER PARTNERS, L.P. By: CRAMER CAPITAL CORPORATION, its general partner By:/s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President CRAMER CAPITAL CORPORATION By:/s/ James J. Cramer ----------------------- Name: James J. Cramer Title: President CUSIP NO. 023 913 106 PAGE 11 OF 11 PAGES EXHIBIT B Transactions of The Limited Partnership In the Past Sixty Days Cramer Partners, L.P. --------------------- No. of BUCs Trade Dates Purchased/Sold Cost (Sales Price) Per BUC Type - ----------- -------------- -------------------------- ---- 12/2/96 5,000 28.75 P 12/9/96 17,300 29.375 S 12/10/96 1,000 29.50 S 12/10/96 15,000 29.333 S 12/20/96 17,700 28.75 P 12/31/96 3,200 29.9375 P 12/31/96 3,000 30.25 P 1/20/97 23,900 29.177 S 1/22/97 10,000 29.25 S 1/23/97 29,000 29.375 S -----END PRIVACY-ENHANCED MESSAGE-----