<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)<F1>
Suburban Bancorporation, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
864348107
(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)
March 14, 1997
(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)
_________________________
<F1>
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 13 Pages
<PAGE>
CUSIP No. 864348107
_________________________________________________________________
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 -0-
Shares 8. Shared Voting
Beneficially Power 70,100*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 70,100*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 70,100*<F2>
_________________________________________________________________
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) 4.75%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 13 Pages
<PAGE>
CUSIP No. 864348107
_________________________________________________________________
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 70,100*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 70,100*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 70,100*<F3>
_________________________________________________________________
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) 4.75%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 13 Pages
<PAGE>
This is Amendment No. 4 to the Statement on Schedule
13D (this "Statement") of Jerome H. Davis with respect to the
Common Stock, par value $.01 per share ("Common Stock") of
Suburban Bancorporation, Inc., a Delaware Corporation
("Suburban"). This Amendment No. 4 sets forth, in its entirety,
the information contained in Mr. Davis' Statement with regard to
the Common Stock of Suburban, as required pursuant to the
provisions of Rule 13d-2(c) under the Securities Exchange Act of
1934, as amended and for purposes hereof "Rule 13d-2(c)."
Prior to this Amendment No. 4 to the Statement, Mr. and
Mrs. Davis filed an Amendment No. 1 to the Statement on October
26, 1995 ("Amendment No. 1"), an Amendment No. 2 to the Statement
on November 19, 1996 ("Amendment No. 2"), and an Amendment No. 3
to the Statement on December 18, 1996 ("Amendment No. 3").
Information contained in Amendments No. 1, 2 and 3 to the
Statement which comprise a part of this Statement is identified
below.
Item 1. SECURITY AND ISSUER.
The information set forth below was disclosed in Item 1
of Mr. Davis' original Statement as submitted for filing with the
Securities and Exchange Commission ("SEC") on August 30, 1995,
and is restated herein as required pursuant to Rule 13d-2(c).
"The class of equity securities to which this
Statement on Schedule 13D (this "Statement") relates is the
Common Stock, par value $.01 per share ("Common Stock") of
Suburban Bancorporation, Inc., a Delaware Corporation,
("Suburban") with its principal executive offices located at
10869 Montgomery Road, Cincinnati, Ohio 45242."
Item 2. IDENTITY AND BACKGROUND.
The information set forth below was disclosed in Item 2
of the original Statement, and is restated herein as required
pursuant to Rule 13d-2(c).
"(a) This Statement is jointly filed by Susan B. Davis
and Jerome H. Davis, wife and husband.
(b) Residence: 11 Baldwin Farms North, Greenwich,
Connecticut 06831.
(c) Mrs. Davis is an investor in antiques operating
out of her home. Mr. Davis is a self-employed investment
analyst and works out of his home.
(d) During the last five years, neither Mr. Davis nor
Mrs. Davis have been convicted in a criminal proceeding
(excluding traffic or similar misdemeanors).
Page 4 of 13 Pages
<PAGE>
(e) During the last five years, neither Mr. Davis nor
Mrs. Davis has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of such proceedings was or is subject to 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.
(f) Mr. Davis and Mrs. Davis are each citizens of the
United States."
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A. The information set forth in the following
paragraph was disclosed in Item 3 of Mr. Davis' original
Statement, and is restated herein pursuant to Rule 13d-2(c).
"Pursuant to a stock subscription for Common Stock of
Suburban, Mr. and Mrs. Davis paid $350,000.00 for an
aggregate of 35,000 shares of Common Stock. Mr. and Mrs.
Davis also paid an aggregate of $840,027.50 for an aggregate
of 49,500 shares of Common Stock owned by them.
Additionally, Mr. Davis paid an aggregate of $139,500.00 for
an aggregate of 8,000 shares of Common Stock owned by him.
Except for the Common Stock obtained through a subscription,
all shares were purchased in over-the-counter transactions
through standard brokerage accounts maintained by Mr. and
Mrs. Davis. All shares were purchased with personal funds
of Mr. and Mrs. Davis."
B. The information set forth in the following
paragraph was added to the disclosure in this Item 3 pursuant to
Amendment No. 1, and is restated herein as required pursuant to
Rule 13d-2(c).
"Mr. Davis and Mrs. Davis paid $188,375.00 for an
aggregate of 11,000 shares of Common Stock owned by them,
and Mr. Davis paid $84,255.00 for an aggregate of 5,000
shares of Common Stock owned by him. All shares were
purchased in over-the-counter transactions through standard
brokerage accounts maintained by them. All such shares were
purchased with personal funds of Mr. and Mrs. Davis."
Page 5 of 13 Pages
<PAGE>
Item 4. PURPOSE OF TRANSACTION.
A. The information set forth in the following
paragraphs was disclosed in Item 4 of the original Statement, and
is restated herein pursuant to Rule 13d-2(c).
"Mr. and Mrs. Davis have acquired the shares of
Common Stock for investment purposes only. In furtherance
thereof, Mr. and Mrs. Davis now believe that their
investment in the Common Stock would substantially
appreciate in value through Suburban's participation in an
acquisition transaction. In a letter dated August 4, 1995
to Suburban's Board of Directors, a copy of which is
attached hereto as Exhibit No. 2, Mr. Davis conveys his
belief that the currently strong mergers and acquisitions
environment in the banking industry provides Suburban's
management with a tremendous opportunity to realize a
considerable increase in the value of Suburban's Common
Stock through its acquisition by a larger financial
institution.
In his letter, Mr. Davis states his view that
Suburban's Common Stock would substantially increase in
value through its acquisition, and that its Board of
Directors owe a fiduciary obligation to Suburban's
shareholders to pursue such an opportunity, rather than
focusing on traditional operations which cannot provide
similar returns. Mr. Davis plans to engage in further
communications and discussions with Suburban's management,
Board of Directors and other shareholders regarding the
matters discussed in his letter.
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."
B. The information set forth in the following
paragraph was disclosed in Item 4 pursuant to Amendment No. 2,
and is restated herein pursuant to Rule 13d-2(c).
"The disposition of Common Stock, as set forth on
Schedule A hereto, reflects investment decisions consistent
with the purpose for which the shares of Common Stock were
acquired. Mr. and Mrs. Davis may make further dispositions
of any or all of the shares of Common Stock held by them at
Page 6 of 13 Pages
<PAGE>
any time depending upon price and market conditions,
evaluation of alternative investments, and other factors."
C. The information set forth in the following
paragraphs was disclosed in Item 4 pursuant to Amendment No. 3,
and is restated herein pursuant to Rule 13d-2(c).
"On December 12, 1996, Jerome Davis wrote to
Suburban's President, Joseph F. Hutchinson to convey his
strongly held belief that Suburban must consider a stock
repurchase in view of the Common Stock's current bid price
of only $15.00 per share, which is below its book value of
$17.76 per share (financial statements as of 9/30/96). This
buy-back opportunity is the result of and necessitated by
Suburban's consistently poor financial performance. A copy
of Mr. Davis' December 12, 1996 letter to Mr. Hutchinson is
attached hereto as Exhibit No. 3.
In his letter, Mr. Davis points out that the price
of the Common Stock has declined from a high of $18.25 per
share on May 17, 1995. However, the market for thrift
stocks since then has reached historical highs. This
decrease in the price of the Common Stock has resulted from
Suburban's:
- approximate quarterly earnings which do not
exceed $0.20 (excluding the recent SAIF charge);
- meager annualized ROE for the last six quarters
of approximately 5%;
- ratio of net interest income to G&A, after
provision, of only 1.21 for the recent September quarter
(excluding the SAIF charge), which is the second lowest in
the past 14 quarters; and
- ROA for the recent September quarter, which is
also the second lowest in the past 14 quarters.
Mr. Davis questions Mr. Hutchinson's apparent
opposition to a stock repurchase, and concludes his letter
by stating that Suburban will likely be in violation of its
fiduciary duty to its shareholders if it does not utilize
this clear opportunity to increase the book value of the
Common Stock through the recommended stock repurchase.
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
Page 7 of 13 Pages
<PAGE>
shares of Common Stock, from time to time, depending upon
price and market conditions, evaluation of alternative
investments, and other factors."
D. Item 4 of the Statement is hereby further
supplemented by the addition of the following information:
"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
required. 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.
The information set forth in the following Paragraphs
(a) through (e) 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 70,100 shares,
representing 4.75% percent of the outstanding shares of
Common Stock based on 1,474,932 shares of Common Stock
disclosed by Suburban as outstanding on March 19, 1997. All
such shares are held in the name of Mr. and Mrs. Davis.
(b) Subject to the matters referred to in
paragraph (a) hereof, Mr. and Mrs. Davis have shared power
to vote or direct the vote and shared power to dispose or
direct the disposition of the 70,100 shares of Common Stock
jointly owned by them.
(c) A description of all transactions in the shares of
Common Stock which have been effected by Mr. Davis and
jointly by Mr. and Mrs. Davis is set forth in Schedule A
attached hereto and is incorporated herein by reference. In
addition to the transactions reflected on Schedule A and
subsequent to filing Amendment No. 3, Mr. and Mrs. Davis
transferred 5,000 shares of Common Stock jointly owned by
them to Mr. Davis."
Page 8 of 13 Pages
<PAGE>
(d) - Not applicable.
(e) Mr. and Mrs. Davis ceased to be beneficial
owners of more than 5% of the Common Stock of Suburban on
March 14, 1997. Mr. and Mrs. Davis presently own 4.75% of
the outstanding shares of Common Stock of Suburban."
Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The information set forth below was disclosed in Item 6
of the original Statement, and is restated herein pursuant to
Rule 13d-2(c).
"There are no relevant contracts, arrangements,
undertakings or relationships between Mr. and/or Mrs. Davis
(except that Mr. Davis and Mrs. Davis are husband and wife
and Mr. Davis generally directs Mrs. Davis' investment
decisions with respect to any of the securities) and/or with
any other person with respect to any securities of
Suburban."
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
A. The information set forth below regarding Exhibits
1 and 2 to the Statement was disclosed in the original Statement,
and is restated herein pursuant to Rule 13d-2(c).
"1. Joint Filing Agreement between Jerome H. Davis and
Susan B. Davis.
2. Letter dated August 4, 1995 from Jerome H. Davis
to the Board of Directors of Suburban Bancorporation, Inc."
B. The information set forth below regarding Exhibit
3 to the Statement was disclosure in Amendment No. 3, and is
restated herein as required pursuant to Rule 13d-2(c).
"3. Letter dated December 12, 1996 from Jerome H.
Davis to Joseph F. Hutchinson, President of Suburban."
Page 9 of 13 Pages
<PAGE>
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.
3/20/97 Jerome H. Davis
Date (Signature)
3/20/97 Susan B. Davis
Date (Signature)
Page 10 of 13 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of Suburban Bancorporation, Inc.
by Jerome H. Davis and Susan B. Davis
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Susan B. and
Jerome H. Davis:
1. 9/30/93 35,000 $10.00 Sub'n Stock
Banc- Subscr-
orpt'n iption
Inc.
2. 11/22/94 300 15.375 OTC **<F4>
3. 11/28/94 5,000 15.625 OTC **<F4>
4. 12/1/94 1,000 15.4375 OTC **<F4>
5. 2/24/95 4,000 17.25 OTC **<F4>
6. 2/24/95 3,700 17.375 OTC **<F4>
7. 5/8/95 15,000 17.125 OTC **<F4>
8. 5/10/95 5,000 17.50 OTC **<F4>
9. 6/6/95 1,000 17.375 OTC **<F4>
10. 6/9/95 5,000 17.50 OTC **<F4>
11. 8/24/95 1,000 16.625 OTC **<F4>
12. 8/24/95 1,000 16.44 OTC **<F4>
13. 8/30/95 5,000 16.75 OTC **<F4>
__________________________________
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. Davis or
jointly by Mr. and Mrs. Davis.
</FN
</TABLE>
Page 11 of 13 Pages
<PAGE>
<TABLE>
Additional Transactions on Schedule A
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Mr. and Mrs. Davis:
14. 8/30/95 2,500 $17.00 OTC **<F4>
Jerome H. Davis:
15. 8/30/95 1,000 17.00 OTC **<F4>
16. 8/30/95 7,000 17.25 OTC **<F4>
17. 10/12/95 2,000 17.00 OTC **<F4>
18. 10/18/95 2,000 16.69 OTC **<F4>
19. 10/24/95 1,000 16.875 OTC **<F4>
Susan B. and
Jerome H. Davis:
20. 10/24/95 11,000 17.125 OTC **<F4>
21. 8/27/96 (1,000) 16.25 OTC **<F4>
22. 8/27/96 (2,000) 16.25 OTC **<F4>
23. 9/3/96 (700) 16.50 OTC **<F4>
24. 9/16/96 (2,000) 16.50 OTC **<F4>
Jerome H. Davis:
25. 9/18/96 (2,000) 16.50 OTC **<F4>
26. 11/8/96 (2,000) 15.875 OTC **<F4>
__________________________________
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. Davis or
jointly by Mr. and Mrs. Davis.
</FN
</TABLE>
Page 12 of 13 Pages
<PAGE>
<TABLE>
Additional Transactions on Schedule A
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Susan B. and
Jerome H. Davis:
27. 11/12/96 (1,000) $15.875 OTC **<F4>
28. 11/13/96 (7,500) 15.875 OTC **<F4>
29. 11/15/96 (2,500) 15.25 OTC **<F4>
30. 3/14/97 (3,700) 19.25 OTC **<F4>
Jerome H. Davis:
31. 3/14/97 (5,000) 19.625 OTC **<F4>
32. 3/14/97 (7,000) 19.375 OTC **<F4>
33. 3/17/97 (2,000) 19.00 OTC **<F4>
__________________________________
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. Davis or
jointly by Mr. and Mrs. Davis.
</FN
</TABLE>
The transactions listed in Nos. 30 through 33 of
Schedule A have not been previously reported.
Page 13 of 13 Pages
