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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
The Centris Group, Inc.
(formerly, U.S. Facilities Corporation)
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
155904105
(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)
February 19, 1998
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
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SCHEDULE 13D
CUSIP No. 155904105
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 272,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
272,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
272,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.51%
14. TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 155904105
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 272,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
272,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
272,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.51%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 155904105
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jay S. 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 None
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
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, as
amended by Amendment No. 1 filed with the Commission on May 23, 1996 and
Amendment No. 2 filed with the Commission on July 25, 1997, and constitutes
Amendment No. 3 to the Schedule 13D. Capitalized terms used herein without
definition shall have the meaning assigned to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is revised and amended in its 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 272,000
shares of Common Stock by virtue of his position as general partner of KS. Such
shares represent 4.51% of the issued and outstanding Common Stock. Mr. Kramer
shares voting power and dispositive power over the Common Stock with KS.
(ii) Mr. Spellman no longer has Beneficial Ownership of any Common
Stock as a result of his withdrawal as a general partner of KS effective as of
December 31, 1997. Accordingly, Mr. Spellman no longer shares voting power or
dispositive power over the Common Stock with Mr. Kramer and KS.
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(iii) KS has Beneficial Ownership of 272,000 shares of Common Stock by
virtue of its position as general partner of, or discretionary investment
manager to, the Partnerships and the Managed Accounts, as the case may be,
holding such shares of Common Stock. Such shares represent 4.51% of the issued
and outstanding Common Stock. KS shares voting power and dispositive power over
such shares with Mr. Kramer.
The percentages used herein are calculated based upon the 6,027,148
shares of Common Stock stated to be issued and outstanding as of November 7,
1997, as reflected in the Company's Quarterly Report on Form 10-Q for the three
months ended September 30, 1997.
(c) The trading dates, number of shares purchased, sold or otherwise
disposed of, and the average 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 effected on The New York Stock
Exchange, except that the transactions that occurred on January 12, 1998 and
January 27, 1998 (as noted on Schedule I) represent a transfer of Common Stock
to certain withdrawing limited partners of one of the Partnerships.
(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 proceeds upon the sale of
shares of Common Stock,
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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 upon the sale of shares of Common Stock
held for their respective accounts.
(e) Effective December 31, 1997, Mr. Spellman ceased to be the
Beneficial Owner of more than 5% of the outstanding shares of Common Stock as a
result of his withdrawal as a general partner of KS as of that date.
Additionally, effective February 19, 1998, both KS and Mr. Kramer each ceased to
be a Beneficial Owner of more than 5% of the outstanding shares of Common Stock.
Item 7. Material to be Filed as Exhibits
Joint Filing Agreement among KS, Mr. Kramer and Mr. Spellman, dated April
1, 1996 (filed as Exhibit A to the Schedule 13D and incorporated herein by
reference.)
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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.
February 24, 1998
KRAMER SPELLMAN, L.P.
By: /s/ Orin S. Kramer
Name: Orin S. Kramer
Title: General Partner
/s/ Orin S. Kramer
Orin S. Kramer
/s/ Jay Spellman
Jay Spellman
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Schedule I
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Shares Sold (or
Date otherwise disposed of) Price Per Share
- ---- ---------------------- ---------------
12/30/97 1,000 $21.835
01/06/98 500 22.146
01/07/98 3,000 22.001
01/08/98 1,000 22.209
01/12/98* 3,000 N/A
01/20/98 1,000 21.896
01/23/98 5,000 21.689
01/26/98 5,000 22.102
01/27/98 1,300 21.855
01/27/98* 4,000 N/A
01/29/98 3,000 21.960
02/03/98 10,000 23.866
02/04/98 7,000 24.802
02/05/98 5,000 24.939
02/19/98 30,000 24.979
02/23/98 5,000 24.814
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* See Item 5(c) of Schedule 13D.
