UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
America First Financial Fund
(Name of Issuer)
Beneficial Unit Certificate, par value $20.00 per BUC
(Title of Class of Securities)
023 913 106
(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)
January 23, 1997
(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 11 PAGES
<PAGE>
SCHEDULE 13D
CUSIP NO. 023 913 106 PAGE 2 OF 11 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 390,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
390,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,000
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
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<PAGE>
SCHEDULE 13D
CUSIP NO. 023 913 106 PAGE 3 OF 11 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 -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
390,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
390,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,000
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. 023 913 106 PAGE 4 OF 11 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
390,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
390,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,000
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>
CUSIP NO. 023 913 106 PAGE 5 OF 11 PAGES
SCHEDULE 13D
CUSIP NO. 023 913 106 PAGE 5 OF 11 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
PF
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 390,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
390,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,000
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
PN
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SCHEDULE 13D
CUSIP NO. 023 913 106 PAGE 6 OF 11 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 390,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
390,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,000
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
- ------ --------------
<PAGE>
CUSIP NO. 023 913 106 PAGE 7 OF 11 PAGES
ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D, dated
October 18, 1995, as amended by Amendment No. 1, dated November 17, 1995, and as
amended by Amendment No. 2, dated January 29, 1996 (the "Statement"), filed by
the undersigned relating to the Beneficial Unit Certificate ("BUC"), par value
$20.00 per BUC of America First Financial Fund 1987-A Limited Partnership, a
Delaware limited partnership, as set forth below. Unless otherwise indicated,
all capitalized terms used herein shall have the same meaning as set forth in
the Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Statement is hereby amended and restated to read in
its entirety as follows:
This statement on Schedule 13D is being filed by J.J. Cramer & Co.,
a Delaware corporation (the "Manager"), Cramer Partners, L.P., a
Delaware limited partnership (the "Partnership"), Cramer Capital
Corporation, a Delaware corporation, James J. Cramer and Karen L.
Cramer (collectively, the "Reporting Persons"). A copy of the Joint
Filing Agreement among the Reporting Persons is annexed hereto as
Exhibit A.
The Manager acts as an investment adviser and manager of the
Partnership. The address of the principal business and principal
office of the Manager, the Partnership and Cramer Capital
Corporation is 100 Wall Street, 8th Floor, New York, New York 10005.
The business address of James Cramer and Karen Cramer is 100 Wall
Street, New York, New York 10005. The present principal occupation
or employment of James Cramer is President of J.J. Cramer & Co. and
the present principal occupation or employment of Karen Cramer is
Vice President of J.J. Cramer & Co.
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting
in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
James Cramer and Karen Cramer are citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is hereby amended and restated to read in
its entirety as follows:
<PAGE>
CUSIP NO. 023 913 106 PAGE 8 OF 11 PAGES
The 390,000 BUCs held by the Reporting Persons were purchased with
the personal funds of the Partnership in the aggregate amount of
$8,941,255.88.
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 390,000 BUCs
beneficially owned by the Reporting Persons, which constitute
approximately 6.5% of the issued and outstanding BUCs.
(b) The Partnership, Cramer Capital Corporation and the Manager
have sole voting and dispositive power with respect to 390,000
BUCs owned by the Partnership. James Cramer and Karen Cramer
have shared voting and dispositive power with respect to the
Partnership's 390,000 BUCs.
(c) In the past sixty days, the Reporting Persons purchased and
sold BUCs 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 and restated to read in its
entirety as follows:
As discussed in Item 2 above, the Manager acts as investment adviser
to the Partnership, which owns 390,000 BUCs. James Cramer is the
president of the Manager and Karen Cramer is the vice president.
Except as set forth above, there exist no contracts, arrangements,
understandings or relationships legal or otherwise among the persons
named in Item 2 and between such persons and any persons with
respect to any securities of the Company, including, but not
limiting to transfer or voting of any securities, finders' fees,
joint ventures, loan or option agreements, put or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
<PAGE>
CUSIP NO. 023 913 106 PAGE 9 OF 11 PAGES
SIGNATURES
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: January 29, 1997
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. 023 913 106 PAGE 10 OF 11 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below each hereby agrees that the Schedule
13D filed herewith and any amendments thereto relating to the acquisition of
shares of the Common Stock of the Limited Partnership is filed jointly on behalf
of each such person.
Dated: January 29, 1997
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. 023 913 106 PAGE 11 OF 11 PAGES
EXHIBIT B
Transactions of
The Limited Partnership In the Past Sixty Days
Cramer Partners, L.P.
---------------------
No. of BUCs
Trade Dates Purchased/Sold Cost (Sales Price) Per BUC Type
- ----------- -------------- -------------------------- ----
12/2/96 5,000 28.75 P
12/9/96 17,300 29.375 S
12/10/96 1,000 29.50 S
12/10/96 15,000 29.333 S
12/20/96 17,700 28.75 P
12/31/96 3,200 29.9375 P
12/31/96 3,000 30.25 P
1/20/97 23,900 29.177 S
1/22/97 10,000 29.25 S
1/23/97 29,000 29.375 S
