UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Smith Environmental Technologies Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
138 012 109
(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)
April 26, 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 10 Pages
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SCHEDULE 13D
CUSIP NO. 138 012 109 PAGE 2 OF 10 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 328,500
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
328,500
10 SHARED DISPOSITIVE POWER
51,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
<PAGE>
CUSIP NO. 138 012 109 PAGE 3 OF 10 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
328,500
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
380,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 138 012 109 PAGE 4 OF 10 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 -0-
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
328,500
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
380,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 138 012 109 PAGE 5 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Partners, L.P.
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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 328,500
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
328,500
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
328,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 138 012 109 Page 6 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Capital Corporation
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 328,500
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
328,500
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
328,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 138 012 109 Page 7 of 10 Pages
ITEM I. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D, dated May
12, 1994, as amended by Amendment No. 1, dated September 14, 1994, as amended
by Amendment No. 2, dated November 29, 1995, as amended by Amendment No. 3,
dated December 29, 1995, as amended by Amendment No. 4, dated February 6, 1995
and as amended by Amendment No. 5, dated April 16, 1996 (the "Statement"),
filed by the undersigned relating to the Common Stock, par value $0.01 per share
of Smith Environmental Technologies Corporation, 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.
<PAGE>
CUSIP NO. 138 012 109 Page 8 of 10 Pages
ITEM 3 SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATIONS.
Item 3 of the statement is hereby amended and restated to read in
its entirety as follows:
Of the 380,200 shares held by the Reporting Persons, 328,500 shares
were purchased with the personal funds of the Partnership in the
aggregate amount of $1,500,969.45 and 51,700 shares were purchased
with the personal funds of GAM in the aggregate amount of
$289,701.60.
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 (i) 380,200 Shares
beneficially owned by the Manager, James Cramer and Karen
Cramer, which constitute approximately 6.5% of the issued and
outstanding Shares and (ii) 328,500 Shares owned by the
Partnership, its general partner, Cramer Capital Corporation,
and its manager, the Manager, which constitutes approximately
5.6% of the issued and outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the Manager
have sole voting and dispositive power with respect to 328,500
Shares owned by the Partnership and the Manager has shared
dispositive power with GAM with respect to the 51,700 Shares.
GAM has sole voting power with respect to 51,700 Shares.
James Cramer and Karen Cramer have shared voting and
dispositive power with respect to 328,500 Shares and shared
dispositive power with respect to 51,700 Shares.
(c) In the past sixty days, the Reporting Persons purchased and
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 (i) deleting on the second
line Number "323,500" and replacing it with the number "328,500" and
(ii)deleting on the fourth line the number "136,700" and replacing it with the
number "51,700".
<PAGE>
CUSIP NO. 138 012 109 Page 9 of 10 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: June 4, 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
CRAMER PARTNERS, L.P.
By: CRAMER CAPITAL CORPORATION,
its general partner
By: /s/ JAMES J. CRAMER
-----------------------
Name: James J. Cramer
Title: President
CRAMER CAPITAL CORPORATION
By: /s/ JAMES J. CRAMER
------------------------
Name: James J. Cramer
Title: President
<PAGE>
CUSIP NO. 138 012 109 Page 10 of 10 Pages
EXHIBIT B
Transactions in Common Stock
of The Company in the past Sixty Days
CRAMER PARTNERS, L.P.
TRADE DATE NO. OF SHARES PURCHASED COST (SALES PRICE) PER SHARE
5/29/96 5,000 2.7500
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
GAM
TRADE DATE NO. OF SHARES SOLD COST (SALES PRICE) PER SHARE
4/24/96 10,000 3.1875
4/25/96 15,000 3.1667
4/25/96 10,000 3.2500
4/26/96 25,000 3.2500
5/16/96 10,000 3.0000
5/24/96 15,000 2.3750
