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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
US Facilities Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
911822104
(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)
May 21, 1996
(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 [ ].
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 8
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SCHEDULE 13D
CUSIP No. 911822104
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
BENEFICIALLY 417,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
417,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.27%
14. TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 911822104
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
BENEFICIALLY 417,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
417,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.27%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 911822104
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 417,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
417,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.27%
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 (the "Commission") on April
1, 1996 and constitutes Amendment No. 1 to the Schedule 13D. Capitalized
terms used herein without definition shall have the meaning assigned to such
terms in the Schedule 13D.
Item 3. Sources and Amounts of Funds or Other Consideration
The first sentence of Item 3 is revised and amended in its entirety
as set forth below: The Partnerships and Managed Accounts expended an
aggregate of approximately $7,474,537 (including brokerage commissions, if any)
to purchase the 417,500 shares of Common Stock held by them.
Item 5. Interest in Securities of the Issuer
The first four paragraphs of Item 5 are revised and amended in
their entirety as set forth below:
(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 417,500 shares of Common Stock by virtue of his position as one of the two
general partners of KS. Such shares represent 7.27% 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 417,500 of
Common Stock by virtue of his position as one of the two general partners of
KS. Such shares represent 7.27% of the
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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 417,500 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 Stock. Such shares represent 7.27% 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
5,833,848 shares of Common Stock stated to be issued and outstanding as of
March 21, 1996, as reflected in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995.
(c) The trading dates, number of shares purchased or sold and
the average price per share (including commissions, if any) for all
transactions by the Reporting Persons since the initial filing of the
Schedule 13D are set forth in Schedule I hereto. All such transactions
were over-the-counter purchases.
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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.
May 22, 1996
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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Schedule I
Date Shares Purchased Price Per Share
3/29/96 2,000 $18.560
5/14/96 8,000 17.550
5/21/96 70,000 17.000
