UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
February 24, 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 9 PAGES
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SCHEDULE 13D
CUSIP NO. 023 913 106 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 265,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
265,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP NO. 023 913 106 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 -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
265,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
265,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 023 913 106 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 -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
265,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
265,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 023 913 106 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) [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 265,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
265,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 023 913 106 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) [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 265,000
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
265,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
CUSIP NO. 023 913 106 PAGE 7 OF 9 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, as
amended by Amendment No. 2, dated January 29, 1996, as amended by Amendment No.
3, dated January 29, 1997, and as amended by Amendment No. 4, dated February 13,
1997 (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 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:
The 265,000 BUCs held by the Reporting Persons were purchased with
the personal funds of the Partnership in the aggregate amount of
$5,713,907.25
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 265,000 BUCs
beneficially owned by the Reporting Persons, which constitute
approximately 4.4% of the issued and outstanding BUCs.
(b) The Partnership, Cramer Capital Corporation and the Manager
have sole voting and dispositive power with respect to 265,000
BUCs owned by the Partnership. James Cramer and Karen Cramer
have shared voting and dispositive power with respect to the
Partnership's 265,000 BUCs.
(c) Since the last filing, 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 by deleting on the second line
the number "325,000" and replacing it with the number "265,000".
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CUSIP NO. 023 913 106 PAGE 8 OF 9 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: February 28, 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 9 OF 9 PAGES
EXHIBIT B
Transactions of
The Limited Partnership Since the Last Filing
Cramer Partners, L.P.
---------------------
No. of BUCs
Trade Dates Purchased/Sold Cost (Sales Price) Per BUC Type
- ----------- -------------- -------------------------- ----
2/12/97 10,000 31.50 S
2/14/97 5,000 31.875 S
2/18/97 20,000 33.063 S
2/19/97 10,000 33.688 S
2/20/97 10,000 34.125 S
2/24/97 5,000 33.875 S
