-----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, OxMBl217xqPsU3MQKggstZcIXlRwBSd9bMwN9gBDE/Y6jwvEqXjl/D5YZcKiDDqq 9PJBoCNnUPHzI4bAsQIjwA== 0000899140-96-000617.txt : 19961216 0000899140-96-000617.hdr.sgml : 19961216 ACCESSION NUMBER: 0000899140-96-000617 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961213 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-36772 FILM NUMBER: 96680316 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 BUSINESS ADDRESS: STREET 1: 2050 CENTER AVE CITY: FORT LEE STATE: NJ ZIP: 07024 SC 13D 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 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 4, 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 [X]. Page 1 of 13 Exhibit Index Appears on Page 12 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 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* 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 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* IN 5 Item 1. Security and Issuer This statement on Schedule 13D (the "Statement") relates to the Common Stock, par value $.01 per share (the "Common Stock"), of Ambase Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at Greenwich Office Park, Building 2, 51 Weaver Street, Greenwich, Connecticut 06831-5155. Item 2. Identity and Background The Statement is being filed by (1) Kramer Spellman L.P., a Delaware limited partnership ("KS"), (2) Orin S. Kramer, a United States citizen, in his capacity as one of the two general partners of KS ("Mr. Kramer"), and (3) Jay Spellman, a United States citizen, in his capacity as one of the two general partners of KS ("Mr. Spellman"). KS, Mr. Kramer and Mr. Spellman are sometimes collectively referred to herein as the "Reporting Persons". KS serves as a general partner to investment partnerships and as a discretionary investment manager to managed accounts. The principal offices of KS are located at 2050 Center Avenue, Suite 300, Fort Lee, New Jersey 07024, which is also the business address of Mr. Kramer and Mr. Spellman. The shares of Common Stock which are the subject of this Statement are held directly by investment partnerships for which KS serves as the general partner and managed accounts for which KS serves as discretionary investment manager (collectively, the "Partnerships and Managed Accounts"). 6 None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. Item 3. Sources and Amounts of Funds or Other Consideration 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. The Partnerships and Managed Accounts regularly effect purchases of securities through margin accounts maintained for them with Morgan Stanley & Co. Incorporated, which extends margin credit to the Partnerships or Managed Accounts, as the case may be, as and when required to open or carry positions in the margin account, subject to applicable Federal margin regulations, stock exchange rules and the firm's credit policies. The positions held in this margin account are pledged as collateral security for the repayment of debit balances in the account. Item 4. Purpose of Transaction The purpose of the acquisition of the shares of Common Stock by each of the Reporting Persons is for investment. Each 7 Reporting Person may make further purchases of Common Stock from time to time and may dispose of any or all of the shares of Common Stock held by it at any time. The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies in which they invest, including the Company, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). The Reporting Persons do not believe they possess material inside information concerning the Company. From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the company's capitalization or dividend policy. However, none of the Reporting Persons intends to seek control of the Company or participate in the management of the Company. 8 Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. Item 5. Interest in Securities of the Issuer (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. (ii) Mr. Spellman has Beneficial Ownership of 2,447,000 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. Spellman shares voting power and dispositive power over 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, 9 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) The trading dates, number of shares purchased and 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 over-the-counter purchases. (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 the proceeds of sale of shares of Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits Exhibit A: Joint Filing Agreement among the Reporting Persons. 10 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 13, 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 11 Schedule I Date Shares Purchased Price Per Share (In thousands) 10/18/96 25 $1.890 10/22/96 60 1.892 10/23/96 20 1.900 10/31/96 10 1.890 11/1/96 20 1.895 11/4/96 50 1.892 11/5/96 170 2.009 11/5/96 10 2.050 11/6/96 105 2.147 11/13/96 46 1.954 11/14/96 94 2.034 11/15/96 112.5 2.265 11/18/96 42.5 2.311 11/18/96 25 2.274 11/19/96 62.5 2.347 11/20/96 10 2.370 11/22/96 63 2.152 11/26/96 355 2.068 11/27/96 25 2.090 12/2/96 10 2.090 12/4/96 10 2.080 12/5/96 10 2.090 12/9/96 101.5 2.090 12/9/96 27 2.102 12/12/96 45 2.120 12/12/96 35 2.171 12 Exhibit Index Exhibit Page No. Exhibit A: Joint Filing Agreement, dated 13 December 13, 1996, among Kramer Spellman, L.P., Orin S. Kramer and Jay Spellman EX-99 2 JOINT FILING AGREEMENT 1 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D dated December 13, 1996 with respect to the Common Stock of Ambase Corporation is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same instrument. Dated: December 13, 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-----