<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
November 13, 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 schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class). (See Rule 13d-7.)
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.
*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 ("Act") 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).
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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 9,000
Shares 8. Shared Voting
Beneficially Power 78,800*<F1>
Owned by 9. Sole Dispositive
Each Report- Power 9,000
ing Person 10. Shared Dispositive
with Power 78,800*<F1>
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 87,800*<F1>
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) 5.95%
14. Type of Reporting Person IN
(See Instructions)
<F1>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 7 Pages
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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 87,800*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 87,800*<F2>
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 87,800*<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) 5.95%
14. Type of Reporting Person IN
(See Instructions)
<F2>
* 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 9,000 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 7 Pages
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The Statement on Schedule 13D (the "Statement") of Jerome
H. Davis, with respect to the Common Stock, par value $.01 per
share (the "Common Stock"), of Suburban Bancorporation, Inc., a
Delaware corporation ("Suburban") 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 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 any time depending upon
price and market conditions, evaluation of alternative investments,
and other factors."
Item 5. Interest in Securities of the Issuer.
A. Paragraphs (a) and (b) of Item 5 of the Statement
are amended and restated in their 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 87,800 shares, representing 5.95%
percent of the outstanding shares of Common Stock based on
1,474,932 shares of Common Stock disclosed by Suburban as
outstanding on November 18, 1996. Of such shares, 9,000 (.61%) are
held in the name of Mr. Davis, and 78,800 (5.34%) 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 9,000 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 78,800 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 78,800 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 9,000 shares of Common Stock owned by Mr.
Davis."
Page 4 of 7 Pages
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B. Item 5(c) is hereby supplemented by the addition of
the following:
"Mr. Davis directed the sale of an aggregate of 20,700
shares of Common Stock beneficially owned by Mr. and Mrs. Davis,
and received aggregate consideration of $331,112.50. A description
of all transactions in the shares of Common Stock which have been
effected jointly or separately by Mr. and Mrs. Davis since October
24, 1995 (the date of the most recent amendment to the Statement)
is set forth in Schedule A attached hereto and is incorporated
herein by reference."
Page 5 of 7 Pages
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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.
11/18/96 Jerome H. Davis
Date (Signature)
11/18/96 Susan B. Davis
Date (Signature)
Page 6 of 7 Pages
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<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 Number of Shares Price Per Share Where
How
Transaction Purchased (Sold) (excluding commissions) Transacted
Transacted
<S> <C> <C> <C>
<C>
Jerome H. Davis:
1. September 18, 1996 (2,000) $16.50 OTC
*<F3>
2. November 8, 1996 (2,000) 15.875 OTC
*<F3>
Susan B. and
Jerome H. Davis:
3. August 27, 1996 (1,000) 16.25 OTC *<F3>
4. August 27, 1996 (2,000) 16.25 OTC *<F3>
5. September 3, 1996 (700) 16.50 OTC *<F3>
6. September 16, 1996 (2,000) 16.50 OTC *<F3>
7. November 12, 1996 (1,000) 15.875 OTC *<F3>
8. November 13, 1996 (7,500) 15.875 OTC *<F3>
9. November 15, 1996 (2,500) 15.25 OTC *<F3>
<FN>
<F3>
* Transaction effected in the over-the-counter market ("OTC") through a standard
brokerage
account maintained by Mr. and Mrs. Davis.
</FN>
Page 7 of 7 Pages
</TABLE>
