UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Banner Aerospace, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
066 525 106
(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)
June 14, 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 [ X ].
Page 1 of 11 Pages
Exhibit Index on Page 8
<PAGE>
SCHEDULE 13D
CUSIP No. 066 525 106 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
SHARES 1,232,900
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,232,900
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,232,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 066 525 106 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
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,232,900
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,232,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,232,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 066 525 106 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
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,232,900
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,232,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,232,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 066 525 106
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, par
value $1.00 per share of Banner Aerospace,Inc., a Delaware corporation
(the "Company"), whose principal executive office is located at 300 West
Service Road, P.O. Box 20260, Washington, D.C., 20041. The Company's
shares of Common Stock are referred to herein as the "Shares."
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed by J.J. Cramer &
Co., a Delaware corporation (the "Manager"), 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 Reporting Persons act as an investment manager of Cramer
Partners, L.P. (the "Partnership"). The address of the principal business
and principal office of the Manager is 100 Wall Sreet, 8th Floor, New
York, New York 10005. The business address of James Cramer and Karen
Cramer is 100 Wall Sreet, 8th Floor, 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.
PAGE 5 OF 11 PAGES
<PAGE>
CUSIP No. 066 525 106
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.
Of the 1,232,900 Shares held by the Reporting Persons,
1,232,900 Shares were purchased with the personal funds of the
Partnership in the aggregate amount of $7,293,836.40.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition by the Reporting Persons of the
Shares is for investment. The Reporting Persons may consider making
additional purchases of equity securities of the Company in open-market
or private transactions, the extent of which purchases would depend upon
prevailing market and other conditions. Alternatively, the Reporting
Persons may sell all or a portion of their Shares in open-market or
private transactions, depending upon prevailing market conditions and
other factors.
PAGE 6 OF 11 PAGES
<PAGE>
CUSIP No. 066 525 106
Except as indicated above, the Reporting Persons have no plans
or proposals which relate to or would result in any of the events,
actions or conditions specified in paragraphs (a) through (j) of Item 4
of this Form.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) This statement on Schedule 13D relates to 1,232,900 Shares
beneficially owned by the Reporting Persons, which constitute
approximately 5.5% of the issued and outstanding Shares.
(b) The Manager has sole voting and dispositive power with respect
to 1,232,900 Shares. James Cramer and Karen Cramer have shared
voting and dispositive power with respect to 1,232,900 Shares.
(c) Within the past sixty days, the Reporting Persons purchased and
sold Shares 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.
(d) Not applicable.
(e) Not applicable.
PAGE 7 OF 11 PAGES
<PAGE>
CUSIP No. 066 525 106
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
As discussed in Item 2 above, the Manager acts as investment
manager to the Partnership, which owns 1,232,900 Shares. 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Joint Filing Agreement
Exhibit B Transactions in Common Stock Within Past 60 Days
PAGE 8 OF 11 PAGES
<PAGE>
CUSIP NO. 066 525 106
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 20, 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
PAGE 9 OF 11 PAGES
<PAGE>
CUSIP NO. 066 525 106
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 Company is filed
jointly on behalf of each such person.
Dated: June 20, 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
PAGE 10 OF 11 PAGES
<PAGE>
CUSIP NO. 066 525 106
EXHIBIT B
Transactions in Common Stock
of The Company within the Past 60 Days
CRAMER PARTNERS, L.P.
No. of Shares Cost (Sales
Trade Date Purchased/Sold Price) Per Share Purchase/Sale
- ---------- -------------- ---------------- -------------
4/18/96 50,000 5.375 P
4/24/96 24,000 5.503 S
4/24/96 97,600 5.500 P
5/02/96 15,000 5.750 S
5/09/96 24,000 5.750 P
5/30/96 8,400 6.750 P
6/03/96 7,500 7.000 S
6/13/96 10,000 7.500 P
6/13/96 125,000 8.139 P
6/14/96 80,000 8.250 P
6/17/96 25,000 8.275 P
6/19/96 25,000 8.375 P
GAM
No. of Shares Cost (Sales
Trade Date Purchased/Sold Price) Per Share Purchase/Sale
- ---------- -------------- ---------------- -------------
4/18/96 50,000 5.375 S
4/24/96 97,600 5.503 S
4/30/96 16,400 5.644 S
PAGE 11 OF 11 PAGES
<PAGE>
