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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Wilshire Real Estate Investment Trust, Inc.
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
971892104
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(CUSIP Number)
July 21, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 9 Pages
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CUSIP No. 971892104 13G Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Kramer Spellman, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------- ------ ------------------------------------------
5 SOLE VOTING POWER
None
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 586,500
OWNED BY
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REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH None
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8 SHARED DISPOSITIVE POWER
586,500
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
586,500
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 971892104 13G Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Orin S. Kramer
---------- -----------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------- ------ ------------------------------------------
5 SOLE VOTING POWER
4,000
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 586,500
OWNED BY
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REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 4,000
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8 SHARED DISPOSITIVE POWER
586,500
------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
590,500
--------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
--------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1(a): Name of Issuer:
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Wilshire Real Estate Investment Trust, Inc.
(the "Company").
Item 1(b): Address of Issuer's Principal Executive Offices:
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1776 S.W. Madison Street
Portland, Oregon 97205
Items 2(a) Name of Person Filing; Address of Principal
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and 2(b): Business Office:
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This Statement is being filed by (1) Kramer Spellman,
L.P., a Delaware limited partnership ("KS"); and (2)
Orin S. Kramer, in his capacity as general partner of
KS and an individual holder of common stock, par value
$.0001, of the Company ("Common Stock"). KS serves as
a general partner to investment partnerships and as a
discretionary investment manager to managed accounts.
The principal office of KS is located at 2050 Center
Avenue, Suite 300, Fort Lee, New Jersey 07024, which is
also the business address of Mr. Kramer.
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, managed
accounts for which KS serves as discretionary
investment manager (collectively, the "Partnerships and
Managed Accounts"), and by Mr. Kramer.
Item 2(c): Citizenship:
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Mr. Kramer is a United States citizen.
Item 2(d): Title of Class of Securities:
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Common stock, par value $.0001 per share.
Item 2(e): CUSIP Number:
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971892104
Item 3: If this statement is filed pursuant to
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Sections 240.13d-1(b) or 240.13d-2(b) or (c),
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check whether the person filing is a:
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Not Applicable.
Page 4 of 9 Pages
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Items 4(a)-(c): Ownership:
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As of July 21, 1998:
(1) KS had beneficial ownership of 586,500 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 5.1% of the issued and outstanding Common
Stock. KS shares voting power and dispositive power
over such shares with Mr. Kramer.
(2) Mr. Kramer had beneficial ownership of 590,500
shares of Common Stock by virtue of his position
as (i) general partner of KS (586,500 shares of
Common Stock representing 5.1%), and (ii) an
individual holder of Common Stock (4,000 shares of
Common Stock representing less than 0.1%). Such
shares represent 5.1% of the issued and outstanding
Common Stock. Mr. Kramer has sole voting power and
dispositive power over the shares of Common Stock
described in (ii) above, and shares voting power
and dispositive power over the shares of Common
Stock described in (i) above with KS.
The percentages used herein are calculated based
upon the 11,500,000 shares of Common Stock stated
to be issued and outstanding as of April 30, 1998,
as reflected in the ompany's Quarterly Report on
Form 10-Q for the quarterly period ended March 31,
1998.
Item 5: Ownership of Five Percent or Less of a Class:
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Not Applicable.
Page 5 of 9 Pages
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Item 6: Ownership of More than Five Percent on Behalf of
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Another Person:
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No person other than each respective record owner of
shares of Common Stock referred to herein is know to
have the right to receive or the power to direct the
receipt of dividends from, or proceeds upon the 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 participate in the receipt of dividends from, or
proceeds upon the sale of, the shares of Common Stock
held for their respective accounts.
Item 7: Identification and Classification of the Subsidiary
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Which Acquired the Security Being Reported on By the
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the Parent Holding Company:
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Not Applicable.
Item 8: Identification and Classification of Members of the
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Group:
------
Not Applicable.
Item 9: Notice of Dissolution of Group:
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Not Applicable.
Item 10: Certification:
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By signing below each of the undersigned certifies
that, to the best of the undersigned's knowledge and
belief, the securities referred to above were not
acquired and are not held for the purpose of or with
the effect of changing or influencing the control of
the issuer of the securities and were not acquired
and are not held in connection with or as a participant
in any transaction having that purpose or effect.
Page 6 of 9 Pages
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SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: July 30, 1998
KRAMER SPELLMAN, L.P.
By: /s/ Orin S. Kramer
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Name: Orin S. Kramer
Title: General Partner
/s/ Orin S. Kramer
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Orin S. Kramer
Page 7 of 9 Pages
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EXHIBIT INDEX
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Exhibit A: Joint Filing Agreement, dated July 30, 1998, among the
signatories to this Schedule 13G.
Page 8 of 9 Pages
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Exhibit A
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JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
----------------------------
The undersigned acknowledge and agree that the foregoing Statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to the Statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: July 30, 1998
KRAMER SPELLMAN, L.P.
By: /s/ Orin S. Kramer
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Name: Orin S. Kramer
Title: General Partner
/s/ Orin S. Kramer
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Orin S. Kramer
Page 9 of 9 Pages
