UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Eagle Financial Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
269 513 107
(CUSIP Number)
JAMES J. CRAMER
100 Wall Street
8th Floor
New York, NY 10005
Tel. No.: (212) 742-4480
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 16, 1996
(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
statement 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 [ ].
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 269 513 107 PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J. Cramer & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF
SHARES 199,994
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
199,994
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 269 513 107 PAGE 3 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
199,994
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
199,994
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 269 513 107 PAGE 4 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karen L. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)
(B) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
199,994
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
199,994
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 269 513 107 PAGE 5 OF 7 PAGES
ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D, dated
May 12, 1994, as amended by Amendment No. 1, dated December 21, 1994, as
amended by Amendment No. 2, dated April 12, 1995, as amended by Amendment No.
3, dated October 19, 1995 and as amended by Amendment No. 4, dated April 17,
1996 (the "Statement"), filed by the undersigned relating to the Common Stock,
par value $0.01 per share of Eagle Financial Corp., a Delaware corporation, as
set forth below. Unless otherwise indicated, all capitalized terms used herein
shall have the same meaning as set forth in the Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is hereby amended and restated to read in
its entirety as follows:
The 199,994 Shares held by the Reporting Persons were purchased
with the personal funds of the Partnership in the aggregate amount
of $3,712,879.29.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of the Statement are hereby amended and
restated to read in their entirety as follows:
(a) This statement on Schedule 13D relates to 199,994 Shares
beneficially owned by the Reporting Persons, which
constitute approximately 4.6% of the issued and outstanding
Shares.
(b) The Manager has sole voting and dispositive power with
respect to 199,994 Shares. James Cramer and Karen Cramer
have shared voting and dispositive power with respect to
199,994 Shares.
(c) In the past sixty days, the Reporting Persons sold shares
of the Common Stock on the dates, in the amounts and at the
prices set forth on Exhibit B attached hereto and
incorporated by reference herein. All of such purchases
and sales were made on the open market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 of the Statement is amended by deleting on the fourth line
the number "50,000" and replacing it with the number "0".
<PAGE>
CUSIP NO. 269 513 107 PAGE 6 OF 7 PAGES
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.
Dated: May 29, 1996
J.J. CRAMER & CO.
By: /S/JAMES J. CRAMER
------------------------
Name: James J. Cramer
Title: President
/S/JAMES J. CRAMER
------------------------
James J. Cramer
/S/KAREN L. CRAMER
------------------------
Karen L. Cramer
<PAGE>
CUSIP NO. 269 513 107 PAGE 7 OF 7 PAGES
EXHIBIT B
Transactions in Common Stock
of The Company
CRAMER PARTNERS, L.P.
TRADE DATE NO. OF SHARES COST (SALES
PURCHASED/SOLD PRICE) PER SHARE
-0- -0- -0-
GAM
TRADE DATE NO. OF SHARES COST (SALES
PURCHASED/SOLD PRICE) PER SHARE SALE/PURCHASE
5/9/96 5,000 23.00 S
5/16/96 45,000 22.50 S
