SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
FIRST ENTERPRISE FINANCIAL GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
319987103
(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 24, 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 [ ].
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SCHEDULE 13D
CUSIP No. 319987103
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 231,200
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
231,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.25%
14. TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 319987103
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 231,200
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
231,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.25%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 319987103
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 231,200
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
231,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.25%
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 January 27, 1997, as
amended by Amendment No. 1 filed with the Commission on May 12, 1997 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 $2,450,156 (including brokerage commissions, if any) to purchase
the 231,200 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 231,200 shares of Common Stock by virtue of his position as one of the two
general partners of KS. Such shares represent 4.25% 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 231,200
shares of Common Stock by virtue of his position as one of the
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two general partners of KS. Such shares represent 4.25% 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 231,200 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
4.25% 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 5,444,474 shares
of Common Stock stated to be issued and outstanding as of July 31, 1997, as
reflected in the Company's Quarterly Report on Form 10-Q for fiscal quarter
ended June 30, 1997.
(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 transactions.
(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, except that the respective shareholders, partners or
owners as relevant, of the Partnerships and the Managed Accounts have the right
to
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participate in the receipt of dividends from or proceeds of the sale of, the
shares of Common Stock held for their respective accounts.
(e) As of October 24, 1997, the Reporting Persons ceased to be
the Beneficial Owners of more than 5% of the outstanding
Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Agreement among KS, Mr. Kramer and Mr. Spellman dated January
27, 1997 (filed as Exhibit 99 to the 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.
October 29, 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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<TABLE>
<CAPTION>
Schedule I
Date Shares Sold Price Per Share
<S> <C> <C>
10/24/97 10,000 $2.562
10/27/97 20,000 2.562
10/28/97 15,000 2.562
</TABLE>
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