<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
EXPRESS AMERICA HOLDINGS CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
302174107
(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)
September 27, 1996
(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 [ ].
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 8
<PAGE>
SCHEDULE 13D
CUSIP No. 302174107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kramer Spellman L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
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
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 302174107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orin S. Kramer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
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
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 302174107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jay Spellman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
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
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
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
18, 1995 as amended by Amendment No. 1 to the Schedule 13D filed with the
Commission on December 8, 1995, Amendment No. 2 to the Schedule 13D filed
with the Commission on January 3, 1996, and Amendment No. 3 to the
Schedule 13D filed with the Commission on April 2, 1996 and constitutes
Amendment No. 4 to the Schedule 13D. Capitalized terms used herein without
definition shall have the meaning assigned to such terms in the Schedule 13D.
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 $0 (including brokerage commissions, if any), since
as of the date hereof, the Partnerships and Managed Accounts hold no shares of
Common 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 0 shares of Common Stock by virtue of his position as one of
the two general partners of KS. Such shares represent 0% of the issued and
outstanding Common Stock.
<PAGE>
Mr. Kramer shares voting power and dispositive power over the
Common Stock with Mr. Spellman and KS.
(ii) Mr. Spellman has Beneficial Ownership of 0
of Common Stock by virtue of his position as one of the two general partners of
KS. Such shares represent 0% 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 0 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 0% of the
issued and outstanding Common Stock. KS shares voting power and dispositive
power over such shares with Mr. Kramer and Mr. Spellman.
(c) The trading dates, number of shares purchased or sold
and the average price per share (including commissions, if any) for the
transaction by the Reporting Persons during the past 60 days are set forth
in Schedule I hereto. Such transaction was in a private sale.
(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.
(e) As of September 27, 1996, the Reporting Persons are
no longer the beneficial owners of more than five percent (5%) of the
outstanding shares of Common Stock.
<PAGE>
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.
September 30, 1996
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
<PAGE>
Schedule I
Date Shares Sold Price Per Share
9/27/96 470,000 6.50
