UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
July 1, 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 11 PAGES
<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 1,672,600
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,672,600
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,672,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
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 -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,672,600
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,672,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,672,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
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 -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,672,600
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,672,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,672,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 066 525 106 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
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 1,672,600
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,672,600
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,672,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 066 525 106 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
SHARES 1,672,600
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,672,600
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,672,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 066 525 106 PAGE 7 OF 11 Pages
ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D,
dated June 20, 1996 (the "Statement"), filed by the undersigned relating
to the Common Stock, par value $1.00 per share of Banner Aerospace, Inc.,
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 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"), James J. Cramer,
Karen L. Cramer, Cramer Partners, L.P. (the "Partnership") and
Cramer Capital Corporation (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 manager of the
Partnership. Cramer Capital Corporation is the general partner
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, 8th Floor, New York, New York 10005.
The present principal occupation or employment of James Cramer
is President of J.J. Cramer & Co. and of Cramer Capital
Corporation and the present principal occupation or employment
of Karen Cramer is Vice President of J.J. Cramer & Co. and of
Cramer Capital Corporation.
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
<PAGE>
CUSIP NO. 066 525 106 PAGE 8 OF 11 Pages
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
entriety as follows:
Of the 1,672,600 Shares held by the Reporting
Persons, 1,672,600 Shares were purchased with the
personal funds of the Partnership in the aggregate
amount of $10,940,783.25.
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 1,672,600 Shares
beneficially owned by the Reporting Persons, which
constitute approximately 9.3% of the issued and
outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the
Manager have sole voting and dispositive power with
respect to 1,672,600 Shares. James Cramer and Karen Cramer
have shared voting and dispositive power with respect to
1,672,600 Shares.
(c) Since the date of the last filing, the Reporting Persons
purchased 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
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 "1,232,900" and replacing it with the number "1,672,600."
<PAGE>
CUSIP NO. 066 525 106 PAGE 9 OF 11 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: July 12, 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 CAPITAL CORPORATION
By: /s/ James J. Cramer
------------------------
Name: James J. Cramer
Title:President
CRAMER PARTNERS, L.P.
By: CRAMER CAPITAL CORPORATION,
its general partner
By: /s/ James J. Cramer
-------------------------
Name: James J. Cramer
Title: President
<PAGE>
CUSIP NO. 066 525 106 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 Company is filed jointly
on behalf of each such person.
Dated: July 12, 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. 066 525 106 Page 11 of 11 Pages
EXHIBIT B
Transactions in Common Stock
of The Company
CRAMER PARTNERS, L.P.
TRADE DATE NO. OF SHARES PURCHASED Cost (Sales
Price) PER SHARE
6/20/96 113,100 8.2340
6/24/96 13,000 7.9710
6/25/96 9,100 7.8187
6/26/96 50,000 8.3280
6/27/96 50,000 8.1790
6/28/96 50,000 8.2500
6/28/96 130,000 8.3370
7/01/96 20,000 8.1250
