KRAMER SPELLMAN L P ET AL
SC 13D/A, 1997-07-25
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                                (Amendment No. 7)


                             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)


                                  July 23, 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



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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                573,000
 OWNED BY
REPORTING           9.      SOLE DISPOSITIVE POWER
  PERSON                    None
   WITH
                    10.     SHARED DISPOSITIVE POWER
                            573,000

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  573,000

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

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  9.84%

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                 573,000
 OWNED BY
REPORTING            9.      SOLE DISPOSITIVE POWER
  PERSON                     None
   WITH
                     10.     SHARED DISPOSITIVE POWER
                             573,000

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  573,000

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

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  9.84%

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                573,000
 OWNED BY
REPORTING           9.      SOLE DISPOSITIVE POWER
  PERSON                    None
   WITH
                    10.     SHARED DISPOSITIVE POWER
                            573,000

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  573,000

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

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  9.84%

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

                            329,300

                    8.      SHARED VOTING POWER
  SHARES
BENEFICIALLY                None
 OWNED BY
REPORTING           9.      SOLE DISPOSITIVE POWER
  PERSON                    329,300
   WITH
                    10.     SHARED DISPOSITIVE POWER
                            None

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  329,300

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

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  5.65%

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,
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,  Amendment  No. 5 filed with the  Commission  on
February 11, 1997,  Amendment No. 6 filed with the  Commission on March 18, 1997
and  constitutes   Amendment  No.  7.  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  $5,109,084 (including brokerage commissions,  if any) to purchase
the 573,000 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 573,000  shares of Common  Stock by virtue of his  position as one of the two
general partners of KS.

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Such shares  represent  9.84% 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 573,000
of Common Stock by virtue of his position as one of the two general  partners of
KS. Such shares represent 9.84% 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 573,000 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 may be,  holding  such shares of Common  Stock.  Such shares  represent
9.84% 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 329,300  shares of Common Stock by virtue of its sole  ownership of
such  shares of Common  Stock.  Such  shares  represent  5.65% of the issued and
outstanding Common Stock.

                  The  percentages  used  herein are  calculated  based upon the
5,825,000  shares of Common Stock stated to be issued and outstanding as of July
23, 1997 as a result of the Company's most recently completed public offering of
Common Stock.

                  (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 during the

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past 60 days are set forth in  Schedule  I hereto.  All such  transactions  were
over-the-counter.  The  change in the  Reporting  Persons  ownership  percentage
primarily  results from the  completion  by the Company of a public  offering of
shares of Common Stock on July 23, 1997. The Reporting Persons have not sold any
shares of Common Stock during the past 60 days.

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.)


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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.

July 25, 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



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                                                                 Schedule I


Date                   Shares Purchased                Price Per Share

7/23/97                     20,000                          $8.250




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