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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICAN BUSINESS FINANCIAL SERVICES, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
02476B106
(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 28, 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 [ ].
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SCHEDULE 13D
CUSIP No. 02476B106
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 251,900
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
251,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.19%
14. TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 02476B106
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 251,900
BENEFICIALLY
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
251,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.19%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 02476B106
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
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 251,900
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
251,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.19%
14. TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the Common
Stock, par value $.001 per share (the "Common Stock"), of American Business
Financial Services, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 111 Presidential Boulevard, Bala
Cynwyd, Pennsylvania 19004.
ITEM 2. IDENTITY AND BACKGROUND
The Statement is being filed by (1) Kramer Spellman L.P., a Delaware
limited partnership ("KS"), (2) Orin S. Kramer, a United States citizen, in his
capacity as one of the two general partners of KS ("Mr. Kramer"), and (3) Jay
Spellman, a United States citizen, in his capacity as one of the two general
partners of KS ("Mr. Spellman"). KS, Mr. Kramer and Mr. Spellman are sometimes
collectively referred to herein as the "Reporting Persons".
KS serves as a general partner to investment partnerships and as a
discretionary investment manager to managed accounts. The principal offices of
KS are located at 2050 Center Avenue, Suite 300, Fort Lee, New Jersey 07024,
which is also the business address of Mr. Kramer and Mr. Spellman.
The shares of Common Stock which are the subject of this Statement are held
directly by investment partnerships for which KS serves as the general partner
and managed accounts for which KS serves as discretionary investment manager
(collectively, the "Partnerships and Managed Accounts").
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None of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
During the last five years, none of the Reporting Persons has been 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.
ITEM 3. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The Partnerships and Managed Accounts expended an aggregate of
approximately $5,678,000 (including brokerage commissions, if any) to purchase
the 251,900 shares of Common Stock held by them. The Partnerships and Managed
Accounts regularly effect purchases of securities through margin accounts
maintained for them with Morgan Stanley & Co. Incorporated, which extends margin
credit to the Partnerships or Managed Accounts, as the case may be, as and when
required to open or carry positions in the margin account, subject to applicable
Federal margin regulations, stock exchange rules and the firm's credit policies.
The positions held in this margin account are pledged as collateral security for
the repayment of debit balances in the account.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the shares of Common Stock by each of the
Reporting Persons is for investment. Each
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Reporting Person may make further purchases of Common Stock from time to time
and may dispose of any or all of the shares of Common Stock held by it at any
time.
The Reporting Persons are engaged in the investment business. In pursuing
this business, the Reporting Persons analyze the operations, capital structure
and markets of companies in which they invest, including the Company, on a
continuous basis through analysis of documentation and discussions with
knowledgeable industry and market observers and with representatives of such
companies (often at the invitation of management). The Reporting Persons do not
believe they possess material inside information concerning the Company. From
time to time, one or more of the Reporting Persons may hold discussions with
third parties or with management of such companies in which the Reporting Person
may suggest or take a position with respect to potential changes in the
operations, management or capital structure of such companies as a means of
enhancing shareholder value. Such suggestions or positions may relate to one or
more of the transactions specified in clauses (a) through (j) of Item 4 of the
Schedule 13D, including, without limitation, such matters as disposing of or
selling all or a portion of the company or acquiring another company or
business, changing operating or marketing strategies, adopting or not adopting
certain types of anti-takeover measures and restructuring the company's
capitalization or dividend policy. However, none of the Reporting Persons
intends to seek control of the Company or participate in the management of the
Company.
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Except as set forth above, the Reporting Persons do not have any present
plans or proposals that relate to or would result in any of the actions required
to be described in Item 4 of Schedule 13D.
Each of the Reporting Persons may, at any time, review or reconsider its
position with respect to the Company and formulate plans or proposals with
respect to any of such matters, but has no present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(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 251,900
shares of Common Stock by virtue of his position as one of the two general
partners of KS. Such shares represent 7.19% of the issued and outstanding Common
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 251,900 of Common Stock
by virtue of his position as one of the two general partners of KS. Such shares
represent 7.19% of the issued and outstanding Common Stock. Mr. Spellman shares
voting power and dispositive power over the Common Stock with Mr. Kramer and KS.
(iii) KS has Beneficial Ownership of 251,900 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
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Stock. Such shares represent 7.19% 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 3,503,166
shares of Common Stock stated to be issued and outstanding as of September 24,
1997, as reflected in the Company's Annual Report on Form 10-KSB for fiscal year
ended June 30, 1997.
(c) The trading dates, number of shares purchased or sold and 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 referred to
herein of shares of Common Stock is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds of 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 proceeds of the sale of, the
shares of Common Stock held for their respective accounts.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99: Joint Filing Agreement among the Reporting Persons.
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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.
November 7, 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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<TABLE>
<CAPTION>
Schedule I
Date Shares Purchased Price Per Share
<S> <C> <C>
10/10/97 20,000 24.250
10/13/97 15,000 24.500
10/14/97 5,000 24.625
10/24/97 1,500 23.925
10/28/97 74,000 23.375
10/29/97 5,000 24.625
</TABLE>
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Exhibit Index
Exhibit Page No.
Exhibit 99: Joint Filing Agreement, dated November 7, 14
1997, among Kramer Spellman, L.P., Orin
S. Kramer and Jay Spellman
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EXHIBIT 99
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D dated
November 7, 1997 with respect to the Common Stock of American Business Financial
Services, Inc. is, and any amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
This Agreement may be executed in counterparts, each of which shall for all
purposes be deemed to be an original and all of which shall constitute one and
the same instrument.
Dated: November 7, 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
