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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
December 11, 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 [ ].
Page 1 of 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 408,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
408,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.95%
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 408,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
408,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.95%
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 408,000
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
408,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
408,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.95%
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
Boston Provident Partners, 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
212,200
8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 212,200
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.70%
14. TYPE OF REPORTING PERSON*
PN
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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 November 7, 1996, as
amended by Amendment No. 1 filed with the Commission on December 3, 1996 and
constitutes Amendment No. 2 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 $3,416,124 (including brokerage commissions, if any) to purchase
the 408,000 shares of Common Stock held by them.
Item 5. Interest in Securities of the Issuer
Item 5 is revised and amended in its 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 408,000 shares of Common Stock by virtue of his position as one
of the two general partners of KS. Such shares represent 10.95% 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
408,000 of Common Stock by virtue of his position as one of the two
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general partners of KS. Such shares represent 10.95% 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 408,000
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 Common Stock. Such shares
represent 10.95% of the issued and outstanding Common Stock. KS shares voting
power and dispositive power over such shares with Mr. Kramer and Mr. Spellman.
(iv) Boston Provident Partners, L.P. has
Beneficial Ownership of 212,200 shares of Common Stock by virtue of its sole
ownership of such shares of Common Stock. Such shares represent 5.70% of the
issued and outstanding Common Stock.
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.
(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 since the last filing of the Schedule 13D 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
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from or the proceeds of sale of shares of Common Stock.
Boston Provident Partners, L.P. 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 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.
December 12, 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
BOSTON PROVIDENT PARTNERS, L.P.
By: 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
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Schedule I
Date Shares Purchased Price Per Share
12/4/96 20,000 $9.250
12/11/96 35,000 8.875
12/12/96 5,000 8.875
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Exhibit Index
Exhibit Page No.
Exhibit A: Joint Filing Agreement, dated 12
December 12, 1996, among Kramer
Spellman, L.P., Orin S. Kramer,
Jay Spellman and Boston Provident
Partners, L.P.
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D as amended on December 12, 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: December 12, 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
BOSTON PROVIDENT PARTNERS, L.P.
By: 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/ Jay Spellman
Jay Spellman
