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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 [ ].
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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
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
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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
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
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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 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
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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 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,
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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
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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).
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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.
October 14, 1998
KRAMER SPELLMAN L.P.
By: /s/ Orin S. Kramer
--------------------------
Name: Orin S. Kramer
Title: General Partner
/s/ Orin S. Kramer
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Orin S. Kramer
/s/ Jay S. Spellman
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Jay S. Spellman
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Schedule I
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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
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