-----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, W2OFdSs31jqS+aX6/+VE2k3J6t4BelPsY6b72xqrUj/O8WQsXRN6Oll5LzlqGuLn TQ8+jxPtmaWIjChe5C9xRQ== 0000899140-98-000439.txt : 19981015 0000899140-98-000439.hdr.sgml : 19981015 ACCESSION NUMBER: 0000899140-98-000439 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981014 SROS: NASD 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: 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: SEC FILE NUMBER: 005-36772 FILM NUMBER: 98725553 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. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Ambase Corporation (Name of Issuer) Common Stock, $0.01 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) October 9, 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 [ ]. Page 1 of 9 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 NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 1,982,300 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 1,982,300 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,982,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14. TYPE OF REPORTING PERSON* PN Page 2 of 9 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 NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 1,982,300 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 1,982,300 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,982,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14. TYPE OF REPORTING PERSON* IN Page 3 of 9 SCHEDULE 13D CUSIP No. 023164106 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 NUMBER OF 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) 0.0% 14. TYPE OF REPORTING PERSON* IN Page 4 of 9 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 on December 13, 1996, as amended by the filing of Amendment No. 1 on December 19, 1996 and the filing of Amendment No. 2 on January 28, 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) As of October 9, 1998: (i) Mr. Kramer had beneficial ownership for purposes of Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership") of 1,982,300 shares of the Common Stock, par value $0.01 per share, of Ambase Corporation ("Common Stock") by virtue of his position as general partner of KS. Such shares represent 4.5% of the issued and outstanding Common Stock. Mr. Kramer shares voting power and dispositive power over the Common Stock with Kramer Spellman, L.P. ("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. (iii) KS had Beneficial Ownership of 1,982,300 shares of Common Stock by virtue of its position as general partner of, Page 5 of 9 or discretionary investment manager to, the Partnerships and Managed Accounts, as the case may be, holding such shares of Common Stock. Such shares represent 4.5% 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 44,533,519 shares of Common Stock stated to be issued and outstanding as of June 30, 1998, as reflected in the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 1998. (c) The trading dates, number of shares sold 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 over-the-counter transactions. (d) No person other than each respective record owner of shares of Common Stock referred to herein is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds upon the sale of, shares of Common Stock, 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 the proceeds upon the sale of, the shares of Common Stock held for their respective accounts. (e) Effective December 31, 1997, Mr. Spellman ceased to be a Beneficial Owner of more than 5% of the outstanding shares of Common Stock as a result of his withdrawal as a general Page 6 of 9 partner of KS as of that date. Additionally, effective October 9, 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 December 13, 1996 (filed as Exhibit 99 to the initial Schedule 13D and incorporated herein by reference). Page 7 of 9 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. October 14, 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 S. Spellman ------------------------------ Jay S. Spellman Page 8 of 9 Schedule I ---------- Date Shares Sold Price Per Share ---- ----------- --------------- 09/15/98 15,500 2.300 09/16/98 25,000 2.270 09/29/98 25,000 2.150 10/01/98 25,000 2.130 10/09/98 800,000 1.496 Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----