-----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, MbwX0IoLKUaMy6v3hpOMDQm5fpXHqHPVa8UWk0i2/1WzkN5lu/NKjf0xVDXccdtc PsH+ssZR5qb/+3WimkxENg== 0000904211-98-000001.txt : 19980115 0000904211-98-000001.hdr.sgml : 19980115 ACCESSION NUMBER: 0000904211-98-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980114 SROS: NASD GROUP MEMBERS: DAVIS JEROME H GROUP MEMBERS: SUSAN B. DAVIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PS FINANCIAL INC CENTRAL INDEX KEY: 0001021575 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 364101473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49479 FILM NUMBER: 98506841 BUSINESS ADDRESS: STREET 1: 4800 S PULASKI RD CITY: CHICAGO STATE: IL ZIP: 60632 BUSINESS PHONE: 3123763800 MAIL ADDRESS: STREET 1: 4800 SOUTH PULASKI ROAD CITY: CHICAGO STATE: IL ZIP: 60632 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS JEROME H CENTRAL INDEX KEY: 0000904211 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 103309811 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11 BALDWIN FARMS NORTH CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2036221177 MAIL ADDRESS: STREET 1: 11 BALDWIN FARMS NORTH CITY: GREENWICH STATE: CT ZIP: 06831 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2) PS Financial, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 74437V 10 9 (CUSIP Number) Jerome H. Davis c/o David M. Perlmutter, Esq. 200 Park Ave., Suite 4515, New York, NY 10166 (212) 986-4900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 2, 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 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. (Continued on following pages) _________________________ 1 The remainder of this cover page shall be filled out for a reporting person's initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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 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 1 of 8 Pages CUSIP No. 74437V 10 9 _________________________________________________________________ 1. Name of Reporting Person Jerome H. Davis _________________________________________________________________ S.S. or I.R.S. Identification ###-##-#### No. of Above Person _________________________________________________________________ 2. Check the Appropriate Box (a)______ if a Member of a Group (b)___X__ (See Instructions) _________________________________________________________________ 3. SEC Use Only _________________________________________________________________ 4. Source of Funds (See Instructions) 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 _________________________________________________________________ Number of 7. Sole Voting Power 68,000 Shares 8. Shared Voting Beneficially Power 14,000* Owned by 9. Sole Dispositive Each Report- Power 68,000 ing Person 10. Shared Dispositive with Power 14,000* _________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 82,000* _________________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain / / Shares (See Instructions) _________________________________________________________________ 13. Percent of Class Represented by amount in Row (11) 3.95% _________________________________________________________________ 14. Type of Reporting Person IN (See Instructions) _________________________________________________________________ * See Items 5(a) and 5(b) of this Statement. Page 2 of 8 Pages CUSIP No. 74437V 10 9 _________________________________________________________________ 1. Name of Reporting Person Susan B. Davis _________________________________________________________________ S.S. or I.R.S. Identification ###-##-#### No. of Above Person _________________________________________________________________ 2. Check the Appropriate Box (a)______ if a Member of a Group (b)___X__ (See Instructions) _________________________________________________________________ 3. SEC Use Only _________________________________________________________________ 4. Source of Funds (See Instructions) 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 _________________________________________________________________ Number of 7. Sole Voting Power -0- Shares 8. Shared Voting Beneficially Power 82,000* Owned by 9. Sole Dispositive Each Report- Power -0- ing Person 10. Shared Dispositive with Power 82,000* ________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 82,000* _________________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain / / Shares (See Instructions) _________________________________________________________________ 13. Percent of Class Represented by amount in Row (11) 3.95% _________________________________________________________________ 14. Type of Reporting Person IN (See Instructions) _________________________________________________________________ * See Items 5(a) and 5(b) of this Statement. For purposes of this Statement, Susan B. Davis may be deemed, pursuant to Rules 13d-3(a)(1) and 13d-3(a)(2) under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of 68,000 shares of the Company's Common Stock, par value $.01 per share, held in the name of her husband, Jerome H. Davis. Page 3 of 8 Pages The Statement on Schedule 13D (the "Statement") of Jerome H. Davis, with respect to the Common Stock, par value $.01 per share ("Common Stock") of PS Financial, Inc., a Delaware (the "Company"), is hereby amended as set forth below. Item 4. PURPOSE OF TRANSACTION. Item 4 of the Statement is hereby supplemented by the addition of the following: "The disposition of Common Stock, as set forth on Schedule A hereto, reflects investment decisions consistent with the purpose for which such shares of Common Stock were acquired. Other than as described above, Mr. and Mrs. Davis do not have any plan or proposal which relates to or would result in any of the actions enumerated in Item 4 of Schedule 13D, except that Mr. and Mrs. Davis may dispose of some or all of the Common Stock or may acquire additional shares of Common Stock, from time to time, depending upon price and market conditions, evaluation of alternative investments, and other factors." Item 5. INTEREST IN SECURITIES OF THE ISSUER. A. The information set forth in Paragraphs (a) and (b) of Item 5 is hereby amended and restated in its entirety to read as follows: "(a) The aggregate number of shares of Common Stock deemed to be beneficially owned by Mr. and Mrs. Davis for the purposes of this Statement is 68,000 shares, representing 3.95 percent of the outstanding shares of Common Stock based on 2,073,708 shares of Common Stock disclosed by the Company as outstanding on January 13, 1998. Of such shares, 68,000 (3.28%) are held in the name of Mr. Davis, and 14,000 (.67%) are held in the name of Mr. and Mrs. Davis. (b) (i) Subject to the matters referred to in paragraph (a) hereof, Mr. Davis has sole power to vote or direct the vote and sole power to dispose or direct the disposition of the 68,000 shares of Common Stock owned by him, and shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 14,000 shares of Common Stock jointly owned by him and Mrs. Davis. (ii) Subject to the matter referred to in paragraphs (a) and (b)(i) hereof, Mrs. Davis has shared power to vote or to direct the vote and shared power to dispose or direct the disposition of the 14,000 shares of Common Stock jointly owned by her and Mr. Davis, and may be deemed to have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 68,000 shares of Common Stock owned by Mr. Davis." Page 4 of 8 Pages B. Paragraph (c) of Item 5 of the Statement is hereby supplemented by the addition of the following: "Mr. Davis sold 50,000 shares of Common Stock owned by him and received aggregate consideration of $1,066,969.00, and also directed the sale of 65,000 shares of Common Stock jointly owned by him and Mrs. Davis and received aggregate consideration of $1,397,562.50. A description of all transactions in the shares of Common Stock which have been effected by Mr. and Mrs. Davis since August 18, 1997 (the filing date of Mr. and Mrs. Davis' prior amendment to the Statement) is set forth in Schedule A attached hereto and is incorporated herein by reference." C. Item 5 of the Statement is hereby supplemented by adding paragraph (e) to read in its entirety as follows: "On January 7, 1998, Mr. Davis directed the sale of 15,000 shares of Common Stock beneficially owned by him and Mrs. Davis in an open market transaction and as a result thereof they ceased to have five percent (5%) or more of a beneficial ownership interest in the outstanding shares of Common Stock. Currently, Mr. and Mrs. Davis own 3.95% of the outstanding shares of Common Stock." Page 5 of 8 Pages Signature. After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this amendment is true, complete and correct. 1/13/98 Jerome H. Davis Date (Signature) 1/13/98 Susan B. Davis Date (Signature) Page 6 of 8 Pages Schedule A Information with Respect to Transactions in the Common Stock of PS Financial, Inc. by Jerome H. Davis and Susan B. Davis
Date of No. of Shrs Price Per Shr Where How Transa- Purchased (excl. commis- Trans- Trans- tion (Sold) sions) acted acted Jerome: 1. 12/31/97 (2,000) $20.625 OTC * 2. 1/2/98 (3,000) 21.875 OTC * 3. 1/2/98 (5,000) 21.125 OTC * Susan Davis and Jerome Davis: 4. 1/2/98 (5,000) 21.50 OTC * 5. 1/2/98 (5,500) 22.25 OTC * 6. 1/2/98 (5,000) 21.875 OTC * 7. 1/5/98 (5,000) 22.00 OTC * 8. 1/5/98 (10,000) 21.875 OTC * 9. 1/5/98 (3,000) 21.875 OTC * Jerome Davis: 10. 1/5/98 (5,000) 21.875 OTC * 11. 1/5/98 (5,000) 22.00 OTC * 12. 1/5/98 (10,000) 22.0094 OTC * __________________________________ * Transaction effected in the over-the-counter market ("OTC") through a standard brokerage account maintained by Mr. and/or Mrs. Davis.
Page 7 of 8 Pages Additional Transactions on Schedule A
Date of No. of Shrs Price Per Shr Where How Transa- Purchased (excl. commis- Trans- Trans- tion (Sold) sions) acted acted Jerome Davis and Susan Davis: 13. 1/6/98 (4,000) $21.625 OTC * 14. 1/6/98 (2,000) 21.625 OTC * 15. 1/7/98 (5,000) 21.50 OTC * 16. 1/7/98 (5,000) 20.875 OTC * 17. 1/7/98 (5,000) 21.625 OTC * Jerome Davis: 18. 1/7/98 (5,000) 21.50 OTC * 19. 1/7/98 (15,000) 20.50 OTC * Jerome Davis and Susan Davis: 20. 1/8/98 (1,000) 20.5625 OTC * 21. 1/8/98 (5,000) 20.50 OTC * 22. 1/8/98 (4,500) 20.25 OTC * __________________________________ * Transaction effected in the over-the-counter market ("OTC") through a standard brokerage account maintained by Mr. and/or Mrs. Davis. Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----