<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
February 7, 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 [ ].
Page 1 of 10
<PAGE>2
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 512,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
512,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
512,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.76%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>3
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 512,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
512,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
512,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.76%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>4
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 512,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
512,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
512,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.76%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>5
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
278,300
8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 278,300
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.47%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>6
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,
Amendment No. 2 filed with the Commission on December 12, 1996, Amendment No. 3
filed with the Commission on December 18, 1996, Amendment No. 4 filed with the
Commission on January 7, 1997 and constitutes Amendment No. 5. 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 $4,483,868 (including brokerage commissions, if any)
to purchase the 512,500 shares of Common Stock held by them.
Item 5. Interest in Securities of the Issuer
The first three 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 512,500 shares of Common Stock by virtue of his position as one
of the two general partners of KS. Such shares represent 13.76% of the issued
and outstanding Common
<PAGE>7
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
512,500 of Common Stock by virtue of his position as one of the two general
partners of KS. Such shares represent 13.76% 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 512,500
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 may be, holding such shares of Common Stock. Such shares represent
13.76% 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 278,300 shares of Common Stock by virtue of its sole
ownership of such shares of Common Stock. Such shares represent 7.47% 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 filing of the last amendment to the Schedule
13D are set forth in
<PAGE>8
Schedule I hereto. All such transactions were over-the-counter purchases.
Item 7. Material to be Filed as Exhibits
Joint Filing Agreement among KS, Mr. Kramer, Mr. Spellman and
Boston Provident Partners, L.P. dated December 12, 1996 (filed as Exhibit A to
Amendment No. 2 and incorporated herein by reference.)
<PAGE>9
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.
February 10, 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
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
<PAGE>10
Schedule I
Date Shares Purchased Price Per Share
1/8/97 13,000 $10.875
1/13/97 5,000 12.250
1/15/97 2,500 11.750
1/21/97 5,000 12.250
2/4/97 5,000 11.625
2/7/97 10,000 11.375
