UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
HMN Financial, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
404 24G 108
(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 [ ].
Page 1 of 8 Pages
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SCHEDULE 13D
CUSIP No. 404 24G 108 PAGE 2 OF 8 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 200,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
200,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 404 24G 108 PAGE 3 OF 8 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
200,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
200,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 404 24G 108 PAGE 4 OF 8 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
200,000
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
200,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 404 24G 108 Page 5 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D,
dated January 18, 1996, as amended by Amendment No. 1, dated April 2,
1996 (the "Statement"), filed by the undersigned relating to the Common
Stock, par value $0.01 per share of HMN Financial, 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 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:
Of the 200,000 Shares held by the Reporting Persons,
200,000 Shares were purchased with the personal funds
of the Partnership in the aggregate amount of
$3,022,965.50.
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
200,000 Shares beneficially owned by the
Reporting Persons, which constitute
approximately 3.9% of the issued and outstanding
Shares.
(b) The Manager has sole voting and dispositive
power with respect to 200,000 Shares.
James Cramer and Karen Cramer have shared voting
and dispositive power with respect to 200,000
Shares.
(c) In the past 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
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CUSIP No. 404 24G 108 Page 6 of 8 Pages
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 "292,500" and replacing it with the number
"200,000" and (ii) deleting on the fourth line the number "64,000" and
replacing it with the number "0."
<PAGE>
CUSIP NO. 404 24G 108 PAGE 7 OF 8 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: June 18, 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. 404 24G 108 PAGE 8 OF 8 PAGES
EXHIBIT B
Transactions in Common Stock
of The Company
CRAMER PARTNERS, L.P.
No. of Shares Cost (Sales
Trade Date Purchased/Sold Price) Per Share Purchase/Sale
- ---------- -------------- ---------------- -------------
4/18/96 64,000 14.8750 P
4/19/96 50,000 15.1250 P
5/08/96 25,000 15.6250 S
5/10/96 25,000 15.6250 S
5/13/96 40,000 15.6250 S
6/10/96 50,000 15.6250 S
6/12/96 10,000 15.5000 S
6/14/96 56,500 15.5442 S
GAM
No. of Shares Cost (Sales
Trade Date Purchased/Sold Price) Per Share Purchase/Sale
- ---------- -------------- ---------------- -------------
4/18/96 64,000 14.9375 S
