UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Klamath First Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
49842P103
(CUSIP Number)
JAMES J. CRAMER
100 Wall Street
New York, NY 10005
Tel. No.: (212) 742-4480
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 17, 1998
(Date of Event which Requires Filing of
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 statement because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
PAGE 1 OF 10 PAGES
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SCHEDULE 13D
CUSIP NO. 49842P103 PAGE 2 OF 10 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J. Cramer & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF 930,500
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
930,500
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
930,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 49842P103 PAGE 3 OF 10 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
930,500
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
930,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
930,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 49842P103 PAGE 4 OF 10 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karen L. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
930,500
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
930,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
930,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 49842P103 PAGE 5 OF 10 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer 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
PF
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
NUMBER OF 930,500
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
930,500
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
930,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 49842P103 PAGE 6 OF 10 PAGES
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
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
NUMBER OF 930,500
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
930,500
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
930,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D,
dated February 11, 1998, as amended by Amendment No. 1, dated February 19, 1998
relating to the Common Stock (the "Common Stock"), par value $.01 per share of
Klamath First Bancorp, Inc., an Oregon corporation (the "Company"), whose
principal executive office is located at 540 Main Street, Klamath Falls, Oregon
97601. The 930,500 shares of Common Stock to which this statement relates are
referred to herein as the "Shares." Unless otherwise indicated, all capitalized
terms used herein shall have the same meaning as set forth in the statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the statement is hereby amended and restated to read
in its entirety as follows:
The Shares were purchased with the personal funds of the
Partnership in the amount of $20,375,731.18.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) and 5(c) of the statement are hereby amended and
restated to read in their entirety as follows:
(a) This statement on Schedule 13D relates to the Shares
beneficiallyowned by the Reporting Persons, which constitute
approximately 8.9% of the issued and outstanding shares of the
Company.
PAGE 7 OF 10 PAGES
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CUSIP NO. 49842P103
---------
(c) Since the last filing, the Reporting Persons purchased or
otherwise acquired Shares on the dates, in the amounts and at
the prices set forth on Exhibit B attached hereto and
incorporated by reference herein. Except where as noted, all
of such purchases were made on the open market.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit B Transactions in Common Stock
PAGE 8 OF 10 PAGES
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CUSIP NO. 49842P103
---------
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.
Dated: March 24, 1998
J.J. CRAMER & CO.
By: /s/ James J. Cramer
--------------------------------
Name: James J. Cramer
Title: President
/s/ James J. Cramer
------------------------------------
James J. Cramer
/s/ Karen L. Cramer
------------------------------------
Karen L. Cramer
CRAMER PARTNERS, L.P.
By: CRAMER CAPITAL CORPORATION
its general partner
By: /s/ James J. Cramer
--------------------------------
Name: James J. Cramer
Title: President
CRAMER CAPITAL CORPORATION
By: /s/ James J. Cramer
--------------------------------
Name: James J. Cramer
Title: President
PAGE 9 OF 10 PAGES
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CUSIP NO. 49842P103
---------
EXHIBIT B
---------
Transactions in Common Stock of The Company
Within the Last Sixty Days
No. of Shares
Trade Dates Purchased/Sold Cost Per Share Type
----------- -------------- -------------- ----
2/19/98 600 22.321 P
2/25/98 5,000 22.485 P
2/25/98 5,000 22.313 P
2/26/98 4,000 22.375 P
3/5/98 7,500 22.040 P
3/6/98 8,000 22.274 P
3/9/98 5,000 22.653 P
3/11/98 3,000 22.540 P
3/12/98 5,800 22.540 P
3/13/98 5,000 22.750 P
3/13/98 600 22.540 P
3/17/98 60,000 22.875 P
3/17/98 10,000 22.700 P
3/17/98 1,000 22.665 P
3/18/98 5,000 22.625 P
3/19/98 5,000 22.875 P
PAGE 10 OF 10 PAGES
