UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
September 23, 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 9 Pages
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SCHEDULE 13D
CUSIP NO. 138 012 109 PAGE 2 OF 9 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 238,500
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH -0-
9 SOLE DISPOSITIVE POWER
238,500
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 138 012 109 PAGE 3 OF 9 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 8 SHARED VOTING POWER
PERSON
WITH 238,500
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
238,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 138 012 109 PAGE 4 OF 9 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 8 SHARED VOTING POWER
PERSON
WITH 238,500
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
238,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 138 012 109 PAGE 5 OF 9 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) [ ]
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 238,500
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH -0-
9 SOLE DISPOSITIVE POWER
238,500
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 138 012 109 PAGE 6 OF 9 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) [ ]
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 238,500
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH -0-
9 SOLE DISPOSITIVE POWER
238,500
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 138 012 109 PAGE 7 OF 9 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 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, as amended by Amendment No. 5, dated April 16, 1996, as amended by
Amendment No. 6, dated June 5, 1996, and as amended by Amendment No. 7, dated
July 11, 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b), 5(c) and 5(e) of the Statement are hereby amended
and restated to read in their entirety as follows:
(a) This statement on Schedule 13D relates to 238,500 Shares
beneficially owned by the Reporting Persons, which constitute
approximately 4.0% of the issued and outstanding Shares.
(b) The Manager has sole voting and dispositive power with
respect to 238,500 Shares owned by the Partnership. James
Cramer and Karen Cramer have shared voting and dispositive power with
respect to 238,500 Shares.
(c)Since the date of the last filing, 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 sales were made on the open market.
(e) As of September 23, 1996, based upon the amount of shares of
Common Stock outstanding as of such date as represented by Smith
Environmental Technologies Corporation, the Reporting Persons will
no longer beneficially own in excess of five percent of the Common
Stock.
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 second line
the number "298,500" and replacing it with the number "238,500".
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CUSIP NO. 138 012 109 PAGE 8 OF 9 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: September 26, 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 9 OF 9 PAGES
EXHIBIT B
Transactions in Common Stock
of The Company
Cramer Partners, L.P.
Trade Date No. of Shares Cost (Sales
Sold Price) Per Share
7/12/96 10,000 1.7500
8/27/96 10,000 1.0000
8/30/96 10,000 0.8750
9/4/96 10,000 1.0000
9/5/96 10,000 1.0000
9/23/96 10,000 0.8750
