SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MARATHON BANCORP
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
565757 10 1
(CUSIP Number)
Philip V. Oppenheimer, 119 West 57th Street, New York, New York 10019
(212) 489-7527
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 8, 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
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 the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Oppenheimer-Spence Financial Services Partnership LP.
13-3747447
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF 7 Sole Voting Power: 224,897
SHARES 8 Shared Voting Power: 0
BENEFICIALLY 9 Sole Dispositive Power: 224,897
OWNED BY 10 Shared Dispositive Power: 0
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
224,897
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.9%
14 TYPE OF REPORTING PERSON: PN
<PAGE>
SCHEDULE 13D
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Philip V. Oppenheimer
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS: OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A.
NUMBER OF 7 Sole Voting Power: 0
SHARES 8 Shared Voting Power: 224,897
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 224,897
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
224,897
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.9%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
This Amendment No. 1 to the Statement on Schedule 13D previously filed on
April 25, 1997 by the reporting persons is intended to reflect the following
amendments to Items 2, 3 and 5:
ITEM 2 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
ITEM 2. Identity and Background.
(a) The names of the persons filing this Statement are Oppenheimer-Spence
Financial Services Partnership L.P., a Delaware limited partnership (the
"Partnership") and Philip V. Oppenheimer. Oppvest LLC, a Delaware corporation,
which is controlled by Philip V. Oppenheimer, is the general partner of the
Partnership.
(b) The principal business address of the Partnership, Philip V.
Oppenheimer and Oppvest LLC is 119 West 57th Street, New York, New York 10019.
(c) The principal business of the Partnership is to purchase, sell, trade
and invest in securities. The principal business of Oppvest LLC is the
furnishing of administrative support for the limited partnerships for which it
is a general partner. The principal business of Philip V. Oppenheimer is to
serve as an executive officer of Oppenheimer + Close, Inc. and as a general
partner of the Partnership. Philip V. Oppenheimer is the principal executive
officer, director and shareholder of Oppvest LLC.
(d) During the last five years, none of the persons or entities listed in
the response to Item 2(a) above has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the persons or entities listed in
the response to Item 2(a) above was 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.
(f) Philip V. Oppenheimer is a citizen of the United States of America.
For purposes of this filing and henceforth, Mr. John W. Spence III is
no longer included as a reporting person due to the fact that Mr. Spence is no
longer a general partner of the Partnership.
ITEM 3 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
Item 3. Source and Amount of Funds or Other Consideration.
The Shares herein reported as being beneficially owned by the Reporting
Persons were acquired as follows:
<PAGE>
The Partnership used $65,344.26 from its margin account at Pershing to
acquire 26,694 shares of the Issuer's Common Stock between December 14, 1994 and
October 1, 1996.
The Partnership used $150,000.00 of its own liquid funds to acquire 66,667
shares of the Issuer's Common Stock on April 15, 1997.
The Partnership used $287,706.00 of its own liquid funds to acquire 131,536
shares of the Issuer's Common Stock on August 8, 1997.
ITEM 5 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
Item 5. Interest in Securities of the Issuer.
(a) The Partnership owns 224,897 shares of the Issuer's Common Stock. Based
upon 3,811,819 shares of the Issuer's Common Stock issued and outstanding on
August 8, 1997, the Partnership's ownership represents 5.9% of the class. Philip
V. Oppenheimer and Oppvest LLC do not directly own any shares of the Issuer's
Common Stock.
(b) The Partnership has sole voting and dispositive power for the 224,897
shares of the Issuer it currently owns and Philip V. Oppenheimer and Oppvest LLC
share voting and dispositive power with respect to shares owned by the
Partnership.
(c) During the past 60 days, the only transaction involving the Issuer's
shares by the Reporting Persons was the purchase on August 8, 1997 by the
Partnership, by means of a rights offering, of 131,536 shares of Common Stock
which were acquired at a price of $2.187 per share.
(d) No person other than the Partnership, acting through Philip V.
Oppenheimer and Oppvest LLC as general partners, has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of the Issuer's Common Stock owned by the Partnership.
(e) Not applicable.
Item 7. Materials Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement dated September 12, 1997 among
Oppenheimer - Spence Financial Services Partnership L.P.
and Philip V. Oppenheimer.
<PAGE>
SIGNATURES
The undersigned certify, after reasonable inquiry and to the best knowledge
and belief of the undersigned, that the information set forth in this Statement
is true, complete and correct.
OPPENHEIMER - SPENCE FINANCIAL
SERVICES PARTNERSHIP L.P.
Date: September 12, 1997 By: /s/ Philip V. Oppenheimer
General Partner
PHILIP V. OPPEHHEIMER
Date: September 12, 1997 /s/ Philip V. Oppenheimer
Philip V. Oppenheimer
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT AMONG: PHILIP V. OPPENHEIMER
AND OPPENHEIMER-SPENCE FINANCIAL SERVICES PARTNERSHIP L.P.
Whereas, in accordance with Rule 13d-1(f) under the Securities and Exchange
Act of 1934 (the "Act"), only one joint Statement and any amendments thereto
need to be filed whenever one or more persons are required to file such a
statement or any amendments thereto pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in writing that
such Statement or amendments thereto is filed on behalf of each of them:
NOW, THEREFORE, the parties hereto agree as follows:
Philip V. Oppenheimer and Oppenheimer-Spence Financial Services Partnership
L.P. do hereby agree, in accordance with Rule 13d-1(f) under the Act, to file a
statement on Schedule 13D relating to their ownership of the Common Stock of
Marathon Bancorp and do hereby further agree that said statement shall be filed
on behalf of each of them.
Dated September 12, 1997 By: /s/ Philip V. Oppenheimer
Philip V. Oppenheimer
For Oppenheimer-Spence Financial Services Partnership L.P.:
Dated September 12, 1997 By: /s/ Philip V. Oppenheimer
Philip V. Oppenheimer
General Partner
