<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Forrest City Financial Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
346504 10 3
(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, 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 / /.
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).
Page 1 of 7 Pages
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CUSIP No. 346504 10 3
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 -0-*<F1>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power -0-*<F1>
11. Aggregate Amount Beneficially
Owned by Each Reporting Person -0-*<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) 0.00%
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. 346504 10 3
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 -0-*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power -0-*<F2>
11. Aggregate Amount Beneficially
Owned by Each Reporting Person -0-*<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) 0.00%
14. Type of Reporting Person IN
(See Instructions)
<F2>
* See Items 5(a) and 5(b) of this Statement.
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 Forrest City Financial Corp. (the
"Company") is hereby amended as set forth below.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented by the addition of the
following:
"On August 1, 1996, Mr. Davis and Mrs. Davis paid an
aggregate of $20,130.00 for an aggregate of 1,220 shares of Common
Stock owned by them. All shares were purchased in an
over-the-counter transaction through a standard brokerage account
maintained
by them. All such shares were purchased with personal funds of Mr.
and Mrs. Davis."
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 and occurring on January 2, 1997, reflects
investment decisions consistent with the purposes for which the
shares were acquired. Mr. and Mrs. Davis may, at any time and from
time to time, review or reconsider their position with respect to
the Company and formulate plans or proposals with respect to any of
such matters, but have no present intention to do so."
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 -0-, representing 0.00 percent of the
outstanding shares of Common Stock of the Company.
(b) Neither Mr. Davis nor Mrs. Davis has either sole or
shared power to vote or direct the vote of any shares of Common
Stock or sole or shared power to dispose or direct the disposition
of any shares of Common Stock.
B. Paragraph (c) of Item 5 is hereby supplemented by
the addition of the following:
"Mr. Davis directed the sale of an aggregate of 16,459
shares of Common Stock beneficially owned by Mr. and Mrs. Davis,
and received, aggregate consideration of $308,606.25. The amount,
date and other information with respect to such disposition, along
Page 4 of 7 Pages
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with Mr. and Mrs. Davis' acquisition of Common Stock on August 1,
1996, are listed on Schedule A hereto and incorporated herein by
reference."
C. Item 5 is hereby supplemented by adding paragraph
(e) to read in its entirety as follows:
"(e) Mr. and Mrs. Davis, as stated above, sold
16,459 shares of Common Stock beneficially owned by them in an open
market transaction and as a result thereof on January 2, 1997, Mr.
and Mrs. Davis ceased to have five percent (5%) or more of a
beneficial ownership interest in the outstanding shares of Common
Stock. As of the date hereof, Mr. and Mrs. Davis do not
beneficially own any of the outstanding shares of Common Stock."
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.
1/2/97 Jerome H. Davis
Date (Signature)
1/2/97 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 Forrest City Financial Corp.
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>
1. August 1, 1996 1,220 $16.50 OTC
*<F3>
2. January 2, 1997 (16,459) 18.75 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>
</TABLE>
Page 7 of 7 Pages
