<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)<F1>
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)
August 1, 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 12 Pages
<PAGE>
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 118,000
Shares 8. Shared Voting
Beneficially Power 79,000*<F2>
Owned by 9. Sole Dispositive
Each Report- Power 118,000
ing Person 10. Shared Dispositive
with Power 79,000*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 197,000*<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) 9.80%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 12 Pages
<PAGE>
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 197,000*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 197,000*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 197,000*<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) 9.80%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* 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 118,000 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 12 Pages
<PAGE>
This is Amendment No. 1 to 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 corporation (the "Company"), as
submitted for filing with the Securities and Exchange Commission
on December 10, 1996.
This Amendment No. 1 sets forth, in its entirety, the
information contained in Mr. Davis' Statement with regard to the
Common Stock of the Company, 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)".
Information contained in this Amendment No. 1 which comprises a
part of this Statement as originally filed is identified below
where applicable.
Item 1. SECURITY AND ISSUER.
The information set forth below was disclosed in Item 1
of the original Statement, 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 PS
Financial, Inc., a Delaware corporation (the "Company") with
its principal executive offices located at 4800 South
Pulaski Road, Chicago, Illinois 60632."
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).
(e) During the last five years, neither Mr. Davis nor
Mrs. Davis has been a party to a civil proceeding of a
Page 4 of 12 Pages
<PAGE>
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.
The information set forth in the following paragraph
was disclosed in Item 3 of the original Statement, and is
restated herein pursuant to Rule 13d-2(c).
"Pursuant to a stock subscription for Common Stock of
the Company, Mrs. Davis paid $190,000.00 for an aggregate of
19,000 shares of Common Stock. Following Mrs. Davis's
purchase of such Common Stock, she transferred it to a joint
account maintained by her and Mr. Davis. In addition, Mr.
Davis paid an aggregate of $1,590,637.50 for an aggregate of
136,200 shares of Common Stock owned by him, and Mr. and
Mrs. Davis together paid an aggregate of $709,067.50 for an
aggregate of 60,000 shares of Common Stock owned by them.
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."
Item 4. PURPOSE OF TRANSACTION.
A. The information set forth in the following
paragraphs of Item 5 was disclosed in 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 and not with the purpose of changing or
influencing the control of the Company. Consistent with
this purpose, Mr. Davis routinely monitors the performance
of companies in which he and Mrs. Davis invest through the
review of their periodic financial statements and reports
and intends to do so with regard to the Company. In
connection therewith, Mr. Davis sometimes engages in oral
and written communications with the officers of a company to
discuss his views on its performance. Such communications
may include suggestions regarding ways to enhance company
performance and increase shareholder value. To the extent
he deems appropriate, Mr. Davis may engage in such
communications with the officers of the Company.
Page 5 of 12 Pages
<PAGE>
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. Item 4 of the Statement is hereby supplemented by
the addition of the following information:
"On August 1, 1997, Mr. Davis wrote to the members of
the Company's Board of Directors to advise them that they
should declare a large, special dividend (taxable) now. Mr.
Davis bases his recommendation on the Company's high capital
ratio of 38.7% (6/30/97). Such a return of excess capital
will enhance value for shareholders which the Company should
work to achieve as a public institution. A copy of Mr.
Davis's letter to the Company's Board of Directors is
attached hereto as Exhibit 2.
Based on the Company's quarterly dividend of 8 cents
($.32 annual rate), it will never reduce capital to an
efficient ratio of 7%. Mr. Davis points out that since the
Company earns more than its dividend, its capital can only
grow. In light of the above, Mr. Davis believes that the
Company - which went public in November, 1996 - should not
wait four (4) to seven (7) months before finding out if it
will be permitted to pay a tax-free return of capital,
special dividend.
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.
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."
Page 6 of 12 Pages
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in the following paragraphs
(a) through (e) 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 197,000 shares,
representing 9.80 percent of the outstanding shares of
Common Stock based on 2,009,486 shares of Common Stock
disclosed by the Company as outstanding on August 15, 1997.
Of such shares, 118,000 (5.87%) are held in the name of Mr.
Davis, and 79,000 (3.93%) 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 118,000 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 79,000
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 79,000 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
118,000 shares of Common Stock owned by Mr. Davis.
(c) A description of all transactions in the shares of
Common Stock which have been effected jointly and/or
separately by Mr. and Mrs. Davis is set forth in Schedule A
attached hereto and is incorporated herein by reference.
(d) and (e) - Not applicable."
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
Page 7 of 12 Pages
<PAGE>
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 the Company."
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
A. The information set forth below regarding Exhibit
No. 1 was disclosed in Item 7 of 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."
B. The information in Item 7 is hereby supplemented
by the addition of the following:
"2. Letter dated August 1, 1997 from Jerome H. Davis
to the Board of Directors of the Company."
Page 8 of 12 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.
8/15/97 Jerome H. Davis
Date (Signature)
8/15/97 Susan B. Davis
Date (Signature)
Page 9 of 12 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of PS Financial, 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 Davis:
1. 11/15/96 19,000 $10.00 PS Stock
Fin'l Subsc-
Corp. ription
Jerome Davis:
1. 11/27/96 6,800 11.625 OTC *<F4>
2. 11/27/96 10,000 11.75 OTC *<F4>
3. 11/27/96 10,000 11.75 OTC *<F4>
4. 11/27/96 1,000 11.625 OTC *<F4>
Susan Davis
and Jerome Davis:
5. 11/27/96 5,000 11.625 OTC *<F4>
6. 11/27/96 10,000 11.75 OTC *<F4>
Jerome Davis:
7. 12/2/96 5,000 11.75 OTC *<F4>
8. 12/3/96 40,000 11.5625 OTC *<F4>
9. 12/3/96 5,000 11.625 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>
Page 10 of 12 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>
Jerome Davis
and Susan Davis:
10. 12/4/96 10,000 $11.6875 OTC *<F4>
11. 12/5/96 10,000 11.875 OTC *<F4>
12. 12/5/96 5,000 11.875 OTC *<F4>
13. 12/5/96 5,500 11.875 OTC *<F4>
14. 12/5/96 14,500 11.94 OTC *<F4>
Jerome Davis:
15. 12/5/96 5,400 11.625 OTC *<F4>
17. 12/5/96 15,000 11.6875 OTC *<F4>
18. 12/5/96 5,000 11.625 OTC *<F4>
19. 12/5/96 20,000 11.875 OTC *<F4>
20. 12/5/96 3,000 11.875 OTC *<F4>
21. 12/6/96 10,000 11.625 OTC *<F4>
22. 8/15/96 (18,200) 14.25 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 transaction listed in No. 22 of Schedule A has not
been previously reported.
Page 11 of 12 Pages
Exhibit No. 2
August 1, 1997
The Board of Directors
PS Financial, Inc.
4800 South Pulaski Road
Chicago, IL 60632-4195
To the Board:
It is now August and you have been public eight months. You
have
38.7% capital (6/30/97) and you pay a dividend of only 8 cents
quarterly
(32 cents annual rate).
At that rate you will never get down to an efficient 7%
capital ratio,
since you earn more than the dividend. In fact, the capital can
only grow.
What are you doing with 38.7% capital ratio?
It makes perfect sense to pay it out - return it to the
shareholders.
That's what public companies do - enhance value for shareholders.
I do not
feel you should wait another four to seven months before finding
out if you
will be allowed to pay a tax-free return of capital, special
dividend. You
should declare a large special dividend now (taxable).
What are your thoughts / comments?
Very truly yours,
Jerome H. Davis
cc: S.J. Ptak
Kimberly P. Rooney
L.G. Ptak
Jeanine M. McInerney
Rocco DiIorio
Edward Wolak
Page 12 of 12 Pages
