UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
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)
December 16, 1998
(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 |_|.
Page 1 of 10 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 957 550 106 Page 2 f 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 122,500
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
122,500
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
122,500
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
122,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
122,500
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
122,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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
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
United States
7 SOLE VOTING POWER
NUMBER OF 122,500
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
122,500
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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
United States
7 SOLE VOTING POWER
NUMBER OF 122,500
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
122,500
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 957 550 106 Page 7 of 10 Pages
Item 1. Security and Issuer.
The undersigned hereby amends the statement on Schedule 13D, dated
September 4, 1998 relating to the Class A Common Stock (the "Common Stock"), par
value $0.01 per share of WesterFed Financial Corporation, a Delaware corporation
(the "Company"), whose principal executive office is located at 110 East
Broadway, Missoula, Montana 59802. The 122,500 shares of Common Stock to which
this statements relates are referred to herein as the "Shares." 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 Shares were purchased with the personal funds of the Partnership in
the aggregate amount of $2,199,375.
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 122,500 shares beneficially owned
by the Reporting Persons, which constitute approximately 2.2% of the issued
and outstanding shares of the Company.
<PAGE>
CUSIP NO. 957 550 106 Page 8 of 10 Pages
(b) The Partnership, Cramer Capital Corporation and the Manager have sole
voting and dispositive power with respect to the Shares owned by the
Partnership. James Cramer and Karen Cramer have shared voting and
dispositive power with respect to the Shares.
(c) In the past 60 days, the Reporting Persons purchased or disposed of shares
of 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.
<PAGE>
CUSIP NO. 957 550 106 Page 9 of 10 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: December 23, 1998
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. 957 550 106 Page 10 of 10 Pages
EXHIBIT B
Transactions in Common Stock of The Company
Within the Last Sixty Days
Sales or Purchase
No. of Shares Price
Trade Date Purchased (Sold) Per Share Type
---------- ----------------- ----------- ----
10/12/98 10,000 17.375 P
10/19/98 5,000 18.250 P
10/21/98 12,500 18.000 P
11/16/98 (52,500) 18.000 S
12/14/98 (50,000) 19.25 S
12/16/98 (167,500) 18.875 S
