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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WALSHIRE ASSURANCE COMPANY
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
933132102
(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)
August 18, 1997
(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 933132102
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kramer Spellman, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. CHECK 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
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 230,176
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
230,176
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,176
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.89%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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SCHEDULE 13D
CUSIP No. 933132102
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Orin S. Kramer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. CHECK 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
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 230,176
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
230,176
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,176
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.89%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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SCHEDULE 13D
CUSIP No. 933132102
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jay Spellman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5. CHECK 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
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 230,176
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
230,176
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,176
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.89%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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 September 25, 1995 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 1. Security and Issuer
The second to the last sentence of Item 1 is revised and amended in its
entirety as set forth below:
Each share of Preferred Stock is currently convertible into 4.5375
shares of Common Stock.
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 $2,622,769 (including brokerage commissions, if any) to purchase
the 230,176 shares of Common Stock held by them, which includes $250,000 to
purchase the 22,688 share of Common Stock issuable upon conversion of the
Preferred Stock.
Item 5. Interest in Securities of the Issuer
Item 5 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 230,176
shares of Common Stock by
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virtue of his position as one of the two general partners of KS. Such shares
represent 4.89% 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 230,176 shares of
Common Stock by virtue of his position as one of the two general partners of KS.
Such shares represent 4.89% of the 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 230,176 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 4.89% 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 4,679,943
shares of Common Stock stated to be issued and outstanding as of August 12,
1997, as reflected in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, plus an additional 22,688 shares of Common Stock
issuable upon conversion of the Preferred Stock.
(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 during the
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past 60 days are set forth in Schedule I hereto. All such transactions were
over-the-counter.
(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 the proceeds of sale of shares
of Common Stock, 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 of the sale of, the
shares of Common Stock held for their respective accounts.
(e) As of August 18, 1997, the Reporting Persons ceased to have
Beneficial Ownership of more than 5% of the outstanding Common Stock.
Item 7. Material to be Filed as Exhibits
Joint Filing Agreement among KS, Mr. Kramer and Mr. Spellman (filed as
Exhibit 99.1 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.
August 20, 1997
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 Sold Price Per Share
7/9/97 20,000 $10.062
7/10/97 7,000 10.062
8/15/97 45,000 11.013
8/18/97 15,000 11.250
8/18/97 30,000 11.200
