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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Granite Financial, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
38740H107
(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)
October 29, 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 [X].
Page 1 of 13
Exhibit Index Appears on Page 12
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SCHEDULE 13D
CUSIP No. 38740H107
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 286,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
286,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.68%
14. TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 38740H107
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 286,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
286,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.68%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 38740H107
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 286,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
286,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.68%
14. TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates
to the Common Stock, par value $.001 per share (the "Common Stock"), of
Granite Financial, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 6424 West 91st Avenue,
Westminster, Colorado, 80030.
Item 2. Identity and Background
The Statement is being filed by (1) Kramer Spellman L.P.,
a Delaware limited partnership ("KS"), (2) Orin S. Kramer, a United
States citizen, in his capacity as one of the two general partners of
KS ("Mr. Kramer"), and (3) Jay Spellman, a United States citizen, in his
capacity as one of the two general partners of KS ("Mr. Spellman"). KS,
Mr. Kramer and Mr. Spellman are sometimes collectively referred to
herein as the "Reporting Persons".
KS serves as a general partner to investment partnerships
and as a discretionary investment manager to managed accounts. The principal
offices of KS are located at 2050 Center Avenue, Suite 300, Fort Lee, New
Jersey 07024, which is also the business address of Mr. Kramer and Mr.
Spellman.
The shares of Common Stock which are the subject of
this Statement are held directly by investment partnerships for which KS
serves as the general partner and managed accounts for which KS serves as
discretionary investment manager (collectively, the "Partnerships and Managed
Accounts").
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None of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
During the last five years, none of the Reporting Persons
has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Sources and Amounts of Funds or Other Consideration
The Partnerships and Managed Accounts expended an aggregate
of approximately $2,351,998 (including brokerage commissions, if any) to
purchase the 286,000 shares of Common Stock held by them. The Partnerships
and Managed Accounts regularly effect purchases of securities through
margin accounts maintained for them with Morgan Stanley & Co. Incorporated,
which extends margin credit to the Partnerships or Managed Accounts, as the
case may be, as and when required to open or carry positions in the margin
account, subject to applicable Federal margin regulations, stock exchange rules
and the firm's credit policies. The positions held in this margin account are
pledged as collateral security for the repayment of debit balances in the
account.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock
by each of the Reporting Persons is for investment. Each
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Reporting Person may make further purchases of Common
Stock from time to time and may dispose of any or all of the shares of Common
Stock held by it at any time.
The Reporting Persons are engaged in the investment
business. In pursuing this business, the Reporting Persons analyze the
operations, capital structure and markets of companies in which they invest,
including the Company, on a continuous basis through analysis of
documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation
of management). The Reporting Persons do not believe they possess material
inside information concerning the Company. From time to time, one or more
of the Reporting Persons may hold discussions with third parties or with
management of such companies in which the Reporting Person may suggest or
take a position with respect to potential changes in the operations,
management or capital structure of such companies as a means of enhancing
shareholder value. Such suggestions or positions may relate to one or more of
the transactions specified in clauses (a) through (j) of Item 4 of the
Schedule 13D, including, without limitation, such matters as disposing of
or selling all or a portion of the company or acquiring another company
or business, changing operating or marketing strategies, adopting or not
adopting certain types of anti-takeover measures and restructuring the
company's capitalization or dividend policy. However, none of the
Reporting Persons intends to seek control of the Company or participate in
the management of the Company.
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Except as set forth above, the Reporting Persons do not
have any present plans or proposals that relate to or would result in any
of the actions required to be described in Item 4 of Schedule 13D.
Each of the Reporting Persons may, at any time, review
or reconsider its position with respect to the Company and formulate
plans or proposals with respect to any of such matters, but has no present
intention of doing so.
Item 5. Interest in Securities of the Issuer
(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 286,000 shares of Common Stock by virtue of his position as one
of the two general partners of KS. Such shares represent 7.68% 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
286,000 of Common Stock by virtue of his position as one of the two general
partners of KS. Such shares represent 7.68% 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 286,000
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
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Common Stock. Such shares represent 7.68% 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 3,725,000 shares of Common Stock stated to be issued and outstanding
as of October 25, 1996, as reflected in the Company's Prospectus dated
October 25, 1996, assuming exercise in full of the underwriter's over-allotment
option.
(c) The trading dates, number of shares purchased and
price per share (including commissions, if any) for all transactions by the
Reporting Persons during the past 60 days are set forth in Schedule I
hereto. All such transactions were over-the-counter purchases.
(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) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing Agreement among the Reporting
Persons.
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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.
November 7, 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
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Schedule I
Date Shares Purchased Price Per Share
10/25/96 150,000 $7.500
10/25/96 100,000 8.010
10/25/96 7,500 8.750
10/28/96 5,000 9.000
10/29/96 37,500 8.917
10/30/96 60,000 8.458
11/4/96 10,000 8.500
11/5/96 16,000 8.656
Date Shares Sold Price Per Share
10/25/96 100,000 $7.990
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Exhibit Index
Exhibit Page No.
Exhibit A: Joint Filing Agreement, dated 13
November 7, 1996, among Kramer
Spellman, L.P., Orin S. Kramer
and Jay Spellman
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13D dated November 7, 1996 with respect to the Common Stock
of Granite Financial, Inc. is, and any amendments thereto signed by each of
the undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
This Agreement may be executed in counterparts, each of
which shall for all purposes be deemed to be an original and all of which
shall constitute one and the same instrument.
Dated: November 7, 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
