<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: First Investors Financial Services Group, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 32058A101
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Sy Jacobs, c/o JAM Partners, L.P.,
One 5th Avenue, New York, New York 10003
(Date of Event which Requires Filing of this Statement)
February 11, 1998
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 [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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>
CUSIP No.: 32058A101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JAM Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
444,100
9. Sole Dispositive Power:
10. Shared Dispositive Power:
444,100
11. Aggregate Amount Beneficially Owned by Each Reporting Person
444,100
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
7.98%
14. Type of Reporting Person
PN
3
<PAGE>
CUSIP No.: 32058A101
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sy Jacobs
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC; PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
15,000
8. Shared Voting Power:
444,100
9. Sole Dispositive Power:
15,000
10. Shared Dispositive Power:
444,100
11. Aggregate Amount Beneficially Owned by Each Reporting Person
459,100
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
8.25%
14. Type of Reporting Person
IN
5
<PAGE>
The purpose of this Amendment No. 2 to the previously filed
Schedule 13D is to report that the ownership of JAM Partners,
L.P. (the "Partnership") and Sy Jacobs (together with the
Partnership, the "Reporting Persons") in the Common Stock, par
value $.001 per share (the "Shares"), of First Investors
Financial Services Group, Inc. (the "Issuer") has increased from
6.96% and 6.96%, respectively, to 7.97% and 8.25%, respectively,
of the Shares outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership is deemed to
beneficially own 444,100 Shares and Mr. Jacobs is deemed
to beneficially own 459,100 Shares. 444,100 Shares are
held by the Partnership and 15,000 shares are held by
Mr. Jacobs. All the Shares were purchased in open
market transactions. The Shares were purchased for an
aggregate purchase price of $3,185,571.17. The funds
for the purchase of the Shares held in the Partnership
have come from the working capital of the Partnership.
The working capital of the Partnership includes the
proceeds of margin loans entered into in the ordinary
course of business with Montgomery Securities, such
loans being secured by the securities owned by the
Partnership. The funds for the shares held by Mr. Jacobs
have come from Mr. Jacobs personal funds.
Item 4. Purpose of Transactions
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Partnership is deemed to be
the beneficial owner of 444,100 Shares and Mr. Jacobs is
deemed to be the beneficial owner of 459,100 Shares.
Based on the Issuer's filing on Form 10-Q on
December 12, 1997, as of November 28, 1997 there were
5,566,669 Shares outstanding. Therefore, the
Partnership is deemed to beneficially own 7.97% of the
outstanding Shares and Mr. Jacobs is deemed to
beneficially own 8.25% of the outstanding Shares. The
Reporting Persons have the sole or shared power to vote,
6
<PAGE>
direct the vote, dispose of or direct the disposition of
all the Shares that they are deemed to beneficially own.
All transactions in the Shares effected by the Reporting
Persons since the most recent filing on Schedule 13D
through the date of this filing were effected in open-
market transactions and are set forth in Exhibit B
hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
1. An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons since the most recent filing on
Schedule 13D through the date of this filing
is filed herewith as Exhibit B.
7
<PAGE>
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
JAM PARTNERS, L.P.
By: /s/ Sy Jacobs
_____________________________
Sy Jacobs, General Partner
/s/ Sy Jacobs
_________________________________
Sy Jacobs
February 23, 1998
8
01252001.AI4
<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
February 23, 1998 relating to the Common Stock of First
Investors Financial Services Group, Inc. shall be filed on
behalf of the undersigned.
JAM PARTNERS, L.P.
By: /s/ Sy Jacobs
_____________________________
Sy Jacobs, General Partner
/s/ Sy Jacobs
_________________________________
Sy Jacobs
01252001.AI4
<PAGE>
Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ ________________________ _________________
12/31/97 2,000 $7.01
12/31/97 7,100 6.72
1/30/98 2,300 6.69
2/6/98 25,000 6.13
2/11/98 20,000 6.13
2/18/98 15,000 6.125
01252001.AI4
