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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
January 24, 1997
(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 9
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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 2,927,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
2,927,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,927,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.57%
14. TYPE OF REPORTING PERSON*
PN
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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 2,927,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
2,927,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,927,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.57%
14. TYPE OF REPORTING PERSON*
IN
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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
3,500
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,927,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,500
WITH
10. SHARED DISPOSITIVE POWER
2,927,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,931,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.58%
14. TYPE OF REPORTING PERSON*
IN
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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 December
13, 1996, as amended by the filing of Amendment No. 1 on December 19, 1996
and constitutes Amendment No. 2 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 $5,498,603 (including brokerage commissions, if any)
to purchase the 2,927,500 shares of Common Stock held by them. Mr. Spellman
purchased the 3,500 shares of Common Stock held by him directly for a total
cost of $3,259, including brokerage commissions.
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 2,927,500 shares of Common Stock by virtue of his position as
one of the two general partners of KS. Such shares represent 6.57% of the
issued and outstanding Common
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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
2,450,500 of Common Stock by virtue of his position as one of the two general
partners of KS. Such shares represent 6.58% of the issued and outstanding
Common Stock. Mr. Spellman shares voting power and dispositive power over
2,931,000 shares of the Common Stock with Mr. Kramer and KS.
(iii) KS has Beneficial Ownership of 2,927,500
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 6.57% 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 or sold and
the average price per share (including commissions, if any) for all transactions
by the Reporting Persons since the last filing of the Schedule 13D are set forth
in Schedule I hereto. All such transactions were over-the-counter purchases.
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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 Schedule 13D and
incorporated herein by reference.)
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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.
January 28, 1997
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
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Schedule I
Date Shares Purchased Price Per Share
12/13/96 5,000 $2.210
12/13/96 70,000 2.200
12/16/96 20,000 2.200
12/17/96 25,000 2.210
12/19/96 10,000 2.305
1/3/97 79,600 2.776
1/13/97 20,000 2.933
1/16/97 100,000 2.920
1/17/97 43,000 2.863
1/21/97 35,000 2.790
1/22/97 25,000 2.782
1/23/97 15,000 2.780
1/24/97 102,500 2.574
1/27/97 10,000 2.570
Date Shares Sold Price Per Share
1/3/97 79,600 $2.756
