-----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, FSnaBH4hAlrFlm57sSmWaqvVB1Ur5KUrXd3f72eRj62xkfoOxw0mEb/OUcGB1HyZ Kk5sQBQ/WxXN5nWI8tX41A== 0000950142-96-000229.txt : 19960620 0000950142-96-000229.hdr.sgml : 19960620 ACCESSION NUMBER: 0000950142-96-000229 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960619 SROS: NASD GROUP MEMBERS: CRAMER J J & CO INC GROUP MEMBERS: J.J. CRAMER & CO. GROUP MEMBERS: JAMES J. CRAMER GROUP MEMBERS: KAREN L. CRAMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HMN FINANCIAL INC CENTRAL INDEX KEY: 0000921183 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 411777397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46195 FILM NUMBER: 96583049 BUSINESS ADDRESS: STREET 1: 101 N BROADWAY CITY: SPRING VALLEY STATE: MN ZIP: 55975-1223 BUSINESS PHONE: 5073467345 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAMER J J & CO INC CENTRAL INDEX KEY: 0001013994 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 WALL ST STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127424480 MAIL ADDRESS: STREET 1: 100 WALL ST STREET 2: 8 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) HMN Financial, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 404 24G 108 (CUSIP Number) JAMES J. CRAMER 100 Wall Street 8th Floor New York, NY 10005 Tel. No.: (212) 742-4480 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 14, 1996 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. Page 1 of 8 Pages SCHEDULE 13D CUSIP No. 404 24G 108 PAGE 2 OF 8 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 SHARES 200,000 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 200,000 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 404 24G 108 PAGE 3 OF 8 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 SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 200,000 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 200,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 404 24G 108 PAGE 4 OF 8 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 SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 200,000 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 200,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% 14 TYPE OF REPORTING PERSON IN CUSIP No. 404 24G 108 Page 5 of 8 Pages ITEM 1. SECURITY AND ISSUER. The undersigned hereby amends the statement on Schedule 13D, dated January 18, 1996, as amended by Amendment No. 1, dated April 2, 1996 (the "Statement"), filed by the undersigned relating to the Common Stock, par value $0.01 per share of HMN Financial, Inc., a Delaware corporation, as set forth below. 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: Of the 200,000 Shares held by the Reporting Persons, 200,000 Shares were purchased with the personal funds of the Partnership in the aggregate amount of $3,022,965.50. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a), 5(b) 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 200,000 Shares beneficially owned by the Reporting Persons, which constitute approximately 3.9% of the issued and outstanding Shares. (b) The Manager has sole voting and dispositive power with respect to 200,000 Shares. James Cramer and Karen Cramer have shared voting and dispositive power with respect to 200,000 Shares. (c) In the past sixty days, the Reporting Persons purchased and sold shares of the Common Stock on the dates, in the amounts and at the prices set forth on Exhibit B attached hereto and incorporated by reference herein. All of such CUSIP No. 404 24G 108 Page 6 of 8 Pages purchases and sales were made on the open market. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Statement is amended by (i) deleting on the second line the number "292,500" and replacing it with the number "200,000" and (ii) deleting on the fourth line the number "64,000" and replacing it with the number "0." CUSIP NO. 404 24G 108 PAGE 7 OF 8 PAGES 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: June 18, 1996 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 CUSIP NO. 404 24G 108 PAGE 8 OF 8 PAGES EXHIBIT B Transactions in Common Stock of The Company CRAMER PARTNERS, L.P. No. of Shares Cost (Sales Trade Date Purchased/Sold Price) Per Share Purchase/Sale - ---------- -------------- ---------------- ------------- 4/18/96 64,000 14.8750 P 4/19/96 50,000 15.1250 P 5/08/96 25,000 15.6250 S 5/10/96 25,000 15.6250 S 5/13/96 40,000 15.6250 S 6/10/96 50,000 15.6250 S 6/12/96 10,000 15.5000 S 6/14/96 56,500 15.5442 S GAM No. of Shares Cost (Sales Trade Date Purchased/Sold Price) Per Share Purchase/Sale - ---------- -------------- ---------------- ------------- 4/18/96 64,000 14.9375 S -----END PRIVACY-ENHANCED MESSAGE-----