<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)<F1>
Mid-Iowa Financial Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
59540A100
(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 27, 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 10 Pages
<PAGE>
CUSIP No. 59540A100
_________________________________________________________________
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 81,252*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 81,252*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 81,252*<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) 4.84%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 10 Pages
<PAGE>
CUSIP No. 59540A100
_________________________________________________________________
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 81,252*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 81,252*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 81,252*<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) 4.84%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 10 Pages
<PAGE>
This is Amendment No. 3 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
Mid-Iowa Financial Corp., a Delaware Corporation ("Mid-Iowa").
This Amendment No. 3 sets forth, in its entirety, the information
contained in Mr. Davis' Statement with regard to the Common Stock
of Mid-Iowa, 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. 3 to the Statement, Mr. and
Mrs. Davis filed an Amendment No. 1 to the Statement on May 19,
1993 ("Amendment No. 1"), and an Amendment No. 2 to the Statement
on August 8, 1995 ("Amendment No. 2"). Information contained in
Amendments No. 2 and 3 to the Statement which comprise a part of
this Statement are identified below.
Item 1. SECURITY AND ISSUER.
The information set forth below was disclosed in Item 1
of Mr. Davis' original Statement as filed with the Securities and
Exchange Commission ("SEC") on February 1, 1993, 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
Mid-Iowa Financial Corp., a Delaware Corporation,
("Mid-Iowa") with its principal executive offices located at
123 West Second Street North, P.O. Box 687, Newton, Iowa
50208."
Item 2. IDENTITY AND BACKGROUND.
The information set forth below was disclosed in Item 2
pursuant to Amendment No. 1, 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.
Page 4 of 10 Pages
<PAGE>
(d) During the last five years, neither Mr. Davis nor
Mrs. Davis have been convicted in a criminal proceeding
(excluding traffic or similar misdemeanors).
(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
Mid-Iowa, the holding company of Mid-Iowa Savings Bank, FSB,
Mr. Davis paid $122,400.00 for an aggregate of 12,240 shares
of Common Stock. Additionally, Mr. Davis paid an aggregate
of $118,750.00 for an aggregate of 9,500 shares of Common
Stock in over-the-counter transactions through a standard
brokerage account maintained by Mr. Davis with Bear, Stearns
Securities Corp. All shares were purchased with personal
funds of Mr. 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).
"On May 10, 1993, Mr. Davis and Mrs. Davis paid
(excluding commissions) $157,500.00 for a total of 10,000
shares of Common Stock in an over-the-counter transaction
through a standard brokerage account maintained by Mr. and
Mrs. Davis with Herzog, Heine, Geduld, Inc. All such shares
were purchased with personal funds of Mr. and Mrs. Davis."
C. Item 3 of the Statement is hereby further
supplemented by the addition of the following information:
"Mr. and Mrs. Davis paid an aggregate of $36,292.00 for
an aggregate of 5,800 shares of Common Stock, and Mr. Davis
paid an aggregate of $13,880.00 for an aggregate of 2,000
Page 5 of 10 Pages
<PAGE>
shares of Common Stock. All such shares were purchased in
over-the-counter transactions through standard brokerage
accounts maintained by Mr. and Mrs. Davis. All such shares
were purchased with personal funds of Mr. and Mrs Davis."
Item 4. PURPOSE OF TRANSACTION.
A. The information set forth in the following
paragraphs was disclosed in Item 4 pursuant to Amendment No. 2,
and is restated herein pursuant to Rule 13d-2(c).
"Mr. and Mrs. Davis originally acquired the shares of
Common Stock for investment and without any purpose of
changing or influencing the control of Mid-Iowa. However,
Mr. and Mrs. Davis now believe that their investment in the
Common Stock would substantially appreciate in value through
Mid-Iowa's participation in an acquisition transaction. In
a letter dated July 29, 1995 to Mid-Iowa'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 Mid-Iowa's management with a tremendous opportunity
to realize a considerable increase in the value of
Mid-Iowa's Common Stock through its acquisition by a larger
financial institution.
In his letter, Mr. Davis states his view that
Mid-Iowa's Common Stock would substantially increase in
value through its acquisition, and that its Board of
Directors owes a fiduciary obligation to Mid-Iowa's
shareholders to pursue such an opportunity, rather than
focusing on traditional operations which cannot provide
similar returns. On August 2, 1995, Mr. Davis sent
additional news items to Mid-Iowa's Board of Directors,
copies of which are attached hereto as Exhibit No. 3, which
further supports the opinions expressed in his July 29th
letter. Mr. Davis plans to engage in further communications
and discussions with Mid-Iowa'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."
Page 6 of 10 Pages
<PAGE>
B. 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."
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
beneficially owned by Mr. and Mrs. Davis for the purpose of
this Statement is 81,252, representing 4.84 percent of the
outstanding shares of Common Stock, based on 1,675,988
shares of Common Stock disclosed by Mid-Iowa as outstanding
on January 28, 1997. Additionally, Mid-Iowa disclosed that
since its initial public offering of shares of Common Stock
it has authorized several separate stock dividends,
including a stock split and several stock repurchases. All
shares of Common Stock are jointly 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 81,252 shares jointly held by them."
B. The information set forth the following paragraph
was disclosed in paragraph (c) of Item 5 pursuant to Mr. Davis'
original Statement, and is restated herein pursuant to Rule 13d-2(c).
"(c) A description of all transactions in the shares of
Common Stock which have been effected by Mr. Davis is set
forth in Schedule A attached hereto and is incorporated
herein by reference."
C. The information set forth the following paragraph
was added to the disclosure in paragraph (c) of Item 5 pursuant
to Amendment No. 1, and is restated herein as required pursuant
to the provisions of Rule 13d-2(c).
"(c) A description of all transactions in the shares of
Common Stock which have been effected by Mr. and Mrs. Davis
since October 30, 1992 (the date of the Statement) is set
forth in Schedule A attached hereto and is incorporated
herein by reference."
Page 7 of 10 Pages
<PAGE>
D. Paragraph (c) of Item 5 of the Statement is hereby
supplemented by the addition of the following:
"A description of all transactions in the shares of
Common Stock which have been effected by Mr. and Mrs. Davis
since August 7, 1995 (the execution date of the Amendment
No. 2 to the Statement) is set forth in Schedule A attached
hereto and is incorporated herein by reference."
E. Item 5 of the Statement is hereby supplemented by
adding paragraph (e) to read in its entirety as follows:
"Mr. and Mrs. Davis ceased to be beneficial owners of
more than 5% of the Common Stock of Mid-Iowa on January 28,
1997. Mr. and Mrs. Davis presently own 4.84% of the
outstanding shares of Common Stock of Mid-Iowa."
Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The information set forth below was disclosed in Item 6
pursuant to Amendment No. 1, 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
Mid-Iowa."
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
A. The information set forth below regarding Exhibit
1 to the Statement was disclosed in Amendment No. 1, and is
restated herein pursuant to Rule 13d-2(c).
"1. Joint Filing Agreement between Jerome H. Davis and
Susan B. Davis."
B. The information set forth below regarding Exhibits
2 and 3 to the Statement was disclosure in Amendment No. 2, and
is restated herein as required pursuant to Rule 13d-2(c).
"2. Letter dated July 29, 1995 from Jerome H. Davis to
the Board of Directors of Mid-Iowa Financial Corp.
3. News articles sent by Jerome H. Davis to the Mid-
Iowa Financial Corp.'s Board of Directors on August 2,
1995."
Page 8 of 10 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.
1/29/97 Jerome H. Davis
Date (Signature)
1/29/97 Susan B. Davis
Date (Signature)
Page 9 of 10 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of Mid-Iowa Financial Corp. 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>
Jerome H. Davis:
1. 9/25/92 12,240 $10.00 Mid- Stock
Iowa Subsc-
ription
2. 10/29/92 5,000 12.50 OTC **<F4>
3. 10/30/92 4,500 12.50 OTC **<F4>
4. 1/13/97 2,000 6.94 OTC **<F4>
5. 1/28/97 (2,000) 7.81 OTC **<F4>
Mr. and Mrs. Davis:
6. 5/10/93 10,000 15.75 OTC **<F4>
7. 7/25/96 4,800 6.19 OTC **<F4>
8. 12/18/96 1,000 6.58 OTC **<F4>
9. 1/27/97 (22,500) 7.69 OTC **<F4>
10. 1/28/97 (4,800) 7.81 OTC **<F4>
11. 1/28/97 (1,000) 7.81 OTC **<F4>
__________________________________
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and/or
Mrs. Davis.
</FN>
</TABLE>
The transactions listed in Nos. 4, 5, and 7-11 have not
been previously reported on Schedule A.
Page 10 of 10 Pages
