UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
WesterFed Financial Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
957 550 106
(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 2, 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 10 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 957 550 106 PAGE 2 OF 10 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 387,100
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
387,100
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 957 550 106 PAGE 3 OF 10 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
387,100
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
387,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 957 550 106 PAGE 4 OF 10 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
387,100
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
387,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 957 550 106 PAGE 5 OF 10 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 387,100
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
387,100
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 957 550 106 PAGE 6 OF 10 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 387,100
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
387,100
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 957 550 106 PAGE 7 OF 10 PAGES
OLD FILING
ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D,
dated November 1, 1995, as amended by Amendment No. 1, dated December 15, 1995,
as amended by Amendment No. 2, dated January 18, 1996 (the "Statement"),
filed by the undersigned relating to the Common Stock, par value $0.01 per share
of WesterFed Financial Corporation, 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 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 322,100 Shares held by the Reporting Persons were purchased
with the personal funds of the Partnership in the aggregate
amount of $5,065,886.25.
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 322,100 Shares
beneficially owned by the Reporting Persons, which
constitute approximately 7.1% of the issued and
outstanding Shares.
(b) The Manager has sole voting and dispositive power with
respect to 322,100 Shares. James Cramer and Karen Cramer
have shared voting and dispositive power with respect to
322,100 Shares.
(c) In the last sixty days, the Reporting Persons purchased
and sold shares of the Common Stock 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 (i) deleting on the second line
the number "357,600" and replacing it with the number "322,100" and (ii)
deleting on the fourth line the number "89,500" and replacing it with the number
"0."
<PAGE>
CUSIP NO. 957 550 106 Page 6 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowlege and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: May 29, 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>
CUSIP NO. 957 550 106 Page 7 of 7
EXHIBIT B
Transactions in Common Stock
of The Company
CRAMER PARTNERS, L.P.
<TABLE>
<CAPTION>
NO. OF SHARES COST
(SALES PURCHASE/SALE
TRADE DATE PURCHASED/SOLD PRICE) PER
SHARE
<S> <C>
<C> <C>
4/18/96 84,500
14.4380 P
5/22/96 100,000
14.3750 S
GAM
NO. OF SHARES COST
(SALES PURCHASE/SALE
TRADE DATE PURCHASED/SOLD PRICE) PER
SHARE
4/18/96 84,500
14.3750 S
</TABLE>
