UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
February 5, 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 13 PAGES
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SCHEDULE 13D
CUSIP NO. 49842P103 PAGE 2 OF 13 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 565,100
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
565,100
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 49842P103 PAGE 3 OF 13 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
565,100
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
565,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 49842P103 PAGE 4 OF 13 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
565,100
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
565,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 49842P103 PAGE 5 OF 13 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 565,100
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
565,100
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 49842P103 PAGE 6 OF 13 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 565,100
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
0
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
565,100
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates 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 565,100 shares of
Common Stock to which this statement relates are referred to herein as the
"Shares."
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed by Cramer
Partners, L.P., a Delaware limited partnership (the "Partnership"), J.J. Cramer
& Co., a Delaware corporation and the investment adviser to and manager of the
Partnership (the "Manager"), Cramer Capital Corporation, a Delaware corporation
and the general partner of the Partnership, James J. Cramer and Karen L. Cramer
(collectively, the "Reporting Persons"). A copy of the Joint Filing Agreement
among the Reporting Persons is annexed hereto as Exhibit A.
The address of the principal business and principal office of
the Manager, the Partnership and Cramer Capital Corporation is 100 Wall Street,
New York, New York 10005. The business address of James Cramer and Karen Cramer
is 100 Wall Street, New York, New York 10005. The present principal occupation
or employment of James Cramer is President of J.J. Cramer & Co. and the present
principal occupation or employment of Karen Cramer is Vice President of J.J.
Cramer & Co.
PAGE 7 OF 13 PAGES
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CUSIP NO. 49842P103
---------
During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. James Cramer and Karen Cramer are citizens of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares were purchased with the personal funds of the
Partnership in the amount of $12,190,505.50.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares were acquired for investment purposes. The
Reporting Persons may consider making additional purchases of equity securities
of the Company in open-market or private transactions, the extent of which
purchases would depend upon prevailing market and other conditions.
Alternatively, the Reporting Persons may sell all or a portion of their Shares
in open-market or private transactions, depending upon prevailing market
conditions and other factors.
PAGE 8 OF 13 PAGES
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CUSIP NO. 49842P103
---------
Except as indicated above, the Reporting Persons have no plans
or proposals which relate to or would result in any of the events, actions or
conditions specified in paragraphs (a) through (j) of Item 4 of this Form.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) This statement on Schedule 13D relates to the Shares
beneficially owned by the Reporting Persons, which constitute
approximately 5.4% of the issued and outstanding shares of the
Company.
(b) The Partnership, Cramer Capital Corporation and the Manager
have sole voting and dispositive power with respect to the
Shares. James Cramer and Karen Cramer have shared voting and
dispositive power with respect to the Shares.
(c) Within the past sixty days, 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.
(d) Not applicable.
(e) Not applicable.
PAGE 9 OF 13 PAGES
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CUSIP NO. 49842P103
---------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
As discussed in Item 2 above, the Manager acts as investment
adviser to the Partnership. James Cramer is the president of the Manager and
Karen Cramer is the vice president. Except as set forth above, there exist no
contracts, arrangements, understandings or relationships legal or otherwise
among the persons named in Item 2 and between such persons and any persons with
respect to any securities of the Company, including, but not limited to transfer
or voting of any securities, finders' fees, joint ventures, loan or option
agreements, put or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Joint Filing Agreement
Exhibit B Transactions in Common Stock Within
Past 60 Days
PAGE 10 OF 13 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: February 11, 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 11 OF 13 PAGES
CUSIP NO. 49842P103
---------
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below each hereby agrees that the
Schedule 13D filed herewith and any amendments thereto relating to the
acquisition of shares of the Common Stock of the Company is filed jointly on
behalf of each such person.
Dated: February 11, 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 12 of 13 PAGES
CUSIP NO. 49842P103
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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
- ----------- -------------- -------------- ----
12/8/97 10,000 22.375 P
12/23/97 20,000 21.375 P
12/26/97 15,000 21.125 P
12/31/97 20,000 21.750 P
1/2/98 5,000 21.625 P
1/5/98 45,000 21.375 P
1/6/98 100,000 21.563 P
1/12/98 10,000 20.031 P
1/12/98 5,000 20.375 P
1/13/98 5,000 20.250 P
1/14/98 5,000 21.000 P
1/21/98 10,000 21.000 P
1/22/98 10,000 20.875 P
1/23/98 10,000 21.000 P
1/26/98 10,000 21.000 P
1/27/98 10,000 20.978 P
1/28/98 15,100 21.540 P
1/28/98 10,000 22.250 P
2/4/98 10,000 21.313 P
2/4/98 10,000 21.456 P
2/5/98 10,000 21.790 P
2/5/98 40,000 21.625 P
2/5/98 15,000 21.917 P
PAGE 13 OF 13 PAGES
