-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MEUBDMF9SSu9hcTZmyMZh7O/Kr0JzO08u+SHjmfODu/AhjTy6n2iLNsUWZwk6JoA +ntf/eJLDzr1WKLtBMywGw== 0000899140-97-000687.txt : 19971024 0000899140-97-000687.hdr.sgml : 19971024 ACCESSION NUMBER: 0000899140-97-000687 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971023 SROS: NASD GROUP MEMBERS: JAY SPELLMAN GROUP MEMBERS: KRAMER SPELLMAN L P ET AL GROUP MEMBERS: ORIN S. KRAMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITLA CAPITAL CORP CENTRAL INDEX KEY: 0001000234 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 952864759 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44739 FILM NUMBER: 97699549 BUSINESS ADDRESS: STREET 1: 700 N CENTRAL AVE STE 600 CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8185510600 MAIL ADDRESS: STREET 1: 700 N CENTRAL AVE STREET 2: STE 600 CITY: GLENDALE STATE: CA ZIP: 91203 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL THRIFT & LOAN ASSOCIATION DATE OF NAME CHANGE: 19950907 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KRAMER SPELLMAN L P ET AL CENTRAL INDEX KEY: 0000931328 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2050 CENTER AVE CITY: FORT LEE STATE: NJ ZIP: 07024 SC 13D/A 1 AMENDMENT NO. 5 TO SCHDEULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) ITLA Capital Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 450565106 (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 21, 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 [ ]. SCHEDULE 13D CUSIP No. 550565106 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 346,300 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 346,300 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 346,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.41% 14. TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 550565106 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 346,300 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 346,300 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 346,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.41% 14. TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 550565106 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 346,300 OWNED BY REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER 346,300 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 346,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.41% 14. TYPE OF REPORTING PERSON* IN 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 March 21, 1996 and was subsequently amended by Amendment No. 1, filed with the Commission on March 29, 1996, Amendment No. 2, filed with the Commission on April 24, 1996, Amendment No. 3 filed with the Commission on May 2, 1997, Amendment No. 4 filed with the Commission on May 6, 1997 and constitutes Amendment No. 5 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 $4,629,838 (including brokerage commissions, if any) to purchase the 346,300 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 346,300 shares of Common Stock by virtue of his position as one of the two general partners of KS. Such shares represent 4.41% 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 346,300 shares of Common Stock by virtue of his position as one of the two general partners of KS. Such shares represent 4.41% 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 346,300 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 4.41% 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 7,845,484 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 during the last 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 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 21, 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 March 20, 1996 (filed as Exhibit 99 to the Schedule 13D and incorporated herein by reference.) 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 23, 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 Schedule I Date Shares Sold Price Per Share ---- ----------- --------------- 10/21/97 50,000 $20.249 -----END PRIVACY-ENHANCED MESSAGE-----