SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
April 15, 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
[X]. (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).
Page 1 of 9 Pages
<PAGE>
SCHEDULE 13D
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Oppenheimer-Spence Financial Services Partnership L.L.
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: 91,911
SHARES 8 Shared Voting Power: 0
BENEFICIALLY 9 Sole Dispositive Power: 91,911
OWNED BY 10 Shared Dispositive Power: 0
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
91,911
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.8%
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: 91,911
BENEFICIALLY 9 Sole Dispositive Power: 0
OWNED BY 10 Shared Dispositive Power: 91,911
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
91,911
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.8%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
SCHEDULE 13D
NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 John W. Spence III
###-##-####
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: 32,842
SHARES 8 Shared Voting Power: 91,911
BENEFICIALLY 9 Sole Dispositive Power: 32,842
OWNED BY 10 Shared Dispositive Power: 91,911
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
124,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.8%
14 TYPE OF REPORTING PERSON: IN
<PAGE>
ITEM 1. Security and Issuer.
This Statement relates to the shares of common stock,
no par value ("Shares"), of Marathon Bancorp (the "Issuer"). The
address of the Issuer's principal executive offices is 11150 West
Olympic Boulevard, Los Angeles, California 90064.
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"), Philip V.
Oppenheimer and John W. Spence III. John W. Spence III and
Oppvest LLC, a Delaware corporation, which is controlled by
Philip V. Oppenheimer, are the general partners 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. The principal business address of John
W. Spence III is 4712 Clendenin, Nashville, Tennessee 37220.
(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. The principal business of John W. Spence III is to
serve as a general partner of the Partnership, as the general
partner of Spence Limited, L.P., and to publish a monthly
newsletter covering financial services.
(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 and John W. Spence III
are citizens of the United States of America.
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:
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 65,217 shares of the Issuer's Common Stock on
April 15, 1997.
Spence Limited, L.P. used $57,944 from its own liquid
funds to acquire 32,842 shares of the Issuer's Common Stock
between December 19, 1994 and September 24, 1996.
Item 4. Purpose of Transactions.
The reporting persons have acquired their shares of the
Common Stock of the Issuer for the purpose of investment. The
reporting persons do not intend to seek control of the Issuer.
However, the reporting persons may undertake an evaluation of the
way the Issuer is managed, and, based on that evaluation, may
enter into discussions with the management of the Issuer or
otherwise take action that may influence the affairs of the
Issuer. Depending on market conditions and other factors that
they may deem material, the reporting persons may purchase
additional shares of the Issuer's Common Stock or may dispose of
all or a portion of the Issuer's Common Stock they now own or may
hereafter acquire.
Item 5. Interest in Securities of the Issuer.
(a) The Partnership owns 91,911 shares of the Issuer's
Common Stock. Based upon 1,582,198 shares of the Issuer's Common
Stock issued and outstanding on April 15, 1997, the Partnership's
ownership represents 5.8% of the class. Philip V. Oppenheimer
and Oppvest LLC do not directly own any shares of the Issuer's
Common Stock, but have shared power with John W. Spence III to
vote and dispose of the shares owned by the Partnership. Spence
Limited, L.P., a Tennessee limited partnership for which John W.
Spence III is sole general partner, owns 32,842 shares, which
represents 2% of the class.
(b) The Partnership has sole voting and dispositive
power for the 91,911 shares of the Issuer it currently owns and
Philip V. Oppenheimer, John W. Spence III and Oppvest LLC share
voting and dispositive power with respect to shares owned by the
Partnership. John W. Spence III has sole power to vote and
dispose the 32,842 shares of the Issuer held by Spence Limited,
L.P. The Partnership is controlled by Philip V. Oppenheimer and
John W. Spence III. Spence Limited, L.P. is controlled solely by
John W. Spence III.
(c) During the past 60 days, the only transacton
involving the Issuer's shares by the Reporting Persons was the
purchase on April 15, 1997 by the Partnership, by means of a
private placement, of 65,217 shares of Common Stock which were
acquired at a price of $2.30 per share.
(d) No person other than the Partnership, acting
through Philip V. Oppenheimer, John W. Spence III, 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.
No person other than the John W. Spence III 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 Spence Limited, L.P.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relations
With Respect to Securities of the Issuer.
Although the Partnership and Spence Limited, L.P. have
made no agreement regarding their respective shares of the
Issuer, because John W. Spence III is a General Partner in both
the Partnership and Spence Limited, L.P., it is likely that any
decision by either entity regarding disposition of the shares of
the Issuer would be the same.
Item 7. Materials Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement dated April 24,
1997 among Opphenheimer - Spence Financial
Services Partnership L.P., Philip V.
Oppenheimer and John W. Spence III.
<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: April 24, 1997 By: /s/ Philip V. Oppenheimer
General Partner
Date: April 24, 1997 By: /s/ John W. Spence III
General Partner
Date: April 24, 1997 /s/ Philip V. Oppenheimer
Philip V. Oppenheimer
Date: April 24, 1997 /s/ John W. Spence III
John W. Spence III
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT AMONG: PHILIP V. OPPENHEIMER,
JOHN W. SPENCE III 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, John W. Spence III 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 April 24, 1997 By: /s/ Philip V. Oppenheimer
Philip V. Oppenheimer
By: /s/ John W. Spence III
John W. Spence III
For Oppenheimer-Spence Financial Services Partnership L.P.:
/s/ Philip V. Oppenheimer /s/ John W. Spence III
Philip V. Oppenheimer John W. Spence III
General Partner General Partner
