PACIFICAMERICA MONEY CENTER INC
SC 13D/A, 1997-01-07
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)


                        PacificAmerica Money Center, Inc.
                                (Name of Issuer)


                          Common Stock, $.01 par value
                         (Title of Class of Securities)


                                   694935107
                                 (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)


                                 January 2, 1997
              (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



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SCHEDULE 13D

CUSIP No. 694935107

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             126,200
 OWNED BY
REPORTING        9.      SOLE DISPOSITIVE POWER
  PERSON                 None
   WITH
                 10.     SHARED DISPOSITIVE POWER
                         126,200

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  126,200

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                      [ ]

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  6.99%

14.     TYPE OF REPORTING PERSON*
        PN


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SCHEDULE 13D

CUSIP No. 694935107

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              126,200
 OWNED BY
REPORTING         9.      SOLE DISPOSITIVE POWER
  PERSON                  None
   WITH
                  10.     SHARED DISPOSITIVE POWER
                          126,200

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  126,200

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                       [ ]

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  6.99%

14.     TYPE OF REPORTING PERSON*
        IN


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SCHEDULE 13D

CUSIP No. 694935107

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              126,200
 OWNED BY
REPORTING         9.      SOLE DISPOSITIVE POWER
  PERSON                  None
   WITH
                  10.     SHARED DISPOSITIVE POWER
                          126,200

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  126,200

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES*                                       [ ]

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  6.99%

14.     TYPE OF REPORTING PERSON*
        IN


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         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 July 5,  1996 and
constitutes  Amendment No. 1 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 $1,601,165 (including brokerage commissions, if any)
         to purchase the 126,200 shares of Common Stock held by them.

Item 5.  Interest in Securities of the Issuer

         The first four  paragraphs  of Item 5 are  revised and amended in
their  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 126,200 shares of Common Stock by virtue of his position as one
of the two general partners of KS.  Such shares  represent  6.99% of the issued
and  outstanding  Common Stock.  Mr.  Kramer shares voting power and
dispositive  power over the Common Stock with Mr.  Spellman and KS.

                           (ii)      Mr. Spellman has Beneficial Ownership of
126,200 of Common Stock by virtue of his position as one of the two general
partners of KS.  Such shares represent 6.99% of the

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                  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 126,200
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 6.99% of the issued and outstanding Common Stock.  KS shares voting
power and dispositive power over such shares with Mr. Kramer and Mr. Spellman.

                  The  percentages  used  herein are  calculated  based upon the
1,806,259  shares of Common  Stock  stated to be issued  and  outstanding  as of
September 30, 1996, as reflected in the Company's  Quarterly Report on Form 10-Q
for nine months ended September 30, 1996.

                   (c) The trading dates, number of shares purchased or sold and
the average price per share (including commissions, if any) for all transactions
by the  Reporting  Persons  for the past 60 days are set  forth  in  Schedule  I
hereto. All such transactions were over-the-counter  purchases,  except that the
transaction  that  occurred on January 2, 1997  represents  a transfer of Common
Stock to a withdrawing limited partner of one of the Partnerships.

                   (d)     The Partnerships and Managed Accounts are entitled
to receive or have the power to direct the receipt of dividends from or the
proceeds of sales of shares of Common Stock.  None of

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the Partnerships and Managed Accounts is a beneficial owner of more than 5% of
the Common Stock.

Item 7.  Material to be Filed as Exhibits

                  Joint Filing Agreement among KS, Mr. Kramer and Mr. Spellman
dated July 5, 1996 (filed as Exhibit A to Schedule 13D and incorporated herein
by reference.)


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                                   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.

January 6, 1997


                                            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




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                                                                   Schedule I


Date              Shares Purchased          Price Per Share

12/20/96              1,700                     $28.01

Date               Shares Sold             Price Per Share

12/20/96              1,700                     $27.99
1/2/97                20,000                      N/A






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