<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>
Algiers Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
015600109
(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 24, 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
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CUSIP No. 015600109
_________________________________________________________________
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 60,200*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 60,200*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 60,200*<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) 9.79%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 10 Pages
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CUSIP No. 015600109
_________________________________________________________________
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 60,200*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 60,200*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 60,200*<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) 9.79%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 10 Pages
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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 Algiers Bancorp, Inc., a Louisiana
corporation (the "Company"), 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 information:
"As disclosed in Mr. Davis' prior amendments to the
Statement, he has periodically engaged in communications with the
Company's Board of Directors, including providing suggestions on
ways to improve the Company's performance and enhance shareholder
value. Recently, Mr. Davis contacted the Company by telephone to
convey his long held belief that it should declare a special
dividend. Mr. Davis also inquired whether its investment advisor,
Trident Securities, Inc. ("Trident"), has made the same
recommendation to the Company, as it has similarly counseled other
companies.
As a result of the Company's failure to provide any
meaningful response to Mr. Davis' recommendations and inquiries,
Mr. Davis wrote to the Company's Board of Directors on November 24,
1997 to openly communicate his strongly held belief that it should
pay a large special dividend and seek a potential acquiror in order
to provide the enhancement in shareholder value that its members
have consistently failed to achieve. A copy of Mr. Davis' letter
dated November 24, 1997 to the Company's Board of Directors is
attached hereto as Exhibit No. 4.
In his letter, Mr. Davis states that he believes that
Trident has likely advised the Company to pay a special dividend to
its shareholders. Such advise would be consistent the views of R.
Lee Burrows, Jr., a managing director of Trident, as expressed in
the recent issue of Bank Director. As discussed therein, Mr.
Burrows believes that offering special dividends to help lower
capital-to-assets ratio is a component of a capital management
strategy which most thrifts should follow after going public. When
Mr. Davis inquired if the Company had in fact received such advise
from Trident, he failed to receive an answer. Mr. Davis believes
that the Company's shareholders deserve to know if such a
recommendation has been made to the Company by Trident. It has a
duty to respond to its shareholders.
As support for his recommendations, Mr. Davis states that
the Company has the least stock appreciation in the savings and
loan industry over the past 16 months of which he is aware. To his
knowledge, it also continues to have the poorest results.
Page 4 of 10 Pages
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As reflected in the Company's Form 10QSB for the
September, 1997 quarter, its recent results show:
-a loss;
-lower deposits;
-lower assets;
-a decrease in the average interest rate spread;
-G&A to assets ratio at 3.26%, a record high;
-efficiency ratio at record worst of 91%; and
-higher NPA's
According to Mr. Davis such income statement and balance
sheet information is the worst he has seen since the thrift
failures in the late 1980's. With 9.73% ownership in the Company,
representing over $800,000 in market value, Mr. Davis states that
he will not sit while the Company's Board of Directors further
destroys its remaining value. In this regard he strongly urges the
Board's members to pay a special dividend of $4.00 - $6.00 per
share of the Company's excess capital, and then sell it.
Although Mr. Davis has made these recommendations before,
the Company's Board of Directors has still failed to enhance
shareholder value. In fact, the price of the Common Stock has
decreased over the last 9 months, from $14.25 per share on 2/28/97
to a closing price of $13.75 on 11/19/97. During this same period
the prices of thrifts stocks have soared.
In his letter, Mr. Davis also discusses the fact that the
Company's deposits have declined for each of the last 5 quarters.
At September, 1996 the Company had deposits totalling $37.4 million
and at September, 1997 its deposits had decreased to $35.5 million.
Mr. Davis believes that an acquiror would pay a 4% premium for the
Company's deposits. Based on 615,000 shares outstanding, this
would add $2.31 in value per share to the Common Stock. This
results in $17.65 per share, when added to the Common Stock's
present book value per share of $15.34.
According to Mr. Davis, the financial results achieved by
the Company's Board of Directors will not bring about $17.65 value
per share for shareholders. Therefore, selling the Company is the
only way to achieve such value.
In apparent response to Mr. Davis' recommendations of
ways to enhance shareholder value, representatives of the Company
counseled him to sell his shares of Common Stock. However, as Mr.
Davis advised the Company, a repairman can not remedy a terrible
repair job by suggesting that the owner sell his house. Mr. Davis
likes the potential for the Company's house; he just has problems
with the current repairmen. Despite its suggestion, the Company
refused to purchase Mr. Davis' interest in the Company for $15.00
a share, when offered. This is over $2.50 per share cheaper than
the Common Stock would be worth to an acquiror.
Page 5 of 10 Pages
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Not only has the Company's Board of Directors failed to
improve its consistently poor financial condition, its members have
refused to do anything which offers any encouragement for its
future. In this regard, Mr. Davis strongly advises the Company to
take the appropriate action and contact potential acquirors to
invite their bids.
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.
A. Paragraphs (a) through (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 60,200, representing 9.79 percent of the
outstanding shares of Common Stock, based on 614,624 shares of
Common Stock disclosed by the Company as outstanding as of November
25, 1997. 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 of or direct the disposition of
the 60,200 shares of Common Stock jointly owned by them."
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Statement is hereby further supplemented by
the addition of the following:
"4. Letter dated November 24, 1997 from Jerome H. Davis
to the Board of Directors of Algiers Bancorp, Inc."
Page 6 of 10 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.
11/25/97 Jerome H. Davis
Date (Signature)
11/25/97 Susan B. Davis
Date (Signature)
Page 7 of 10 Pages
Exhibit No. 4
November 24, 1997
Board of Directors
Algiers Bancorp, Inc.
1 Westbank Expressway
New Orleans, Louisiana 70114
Gentlemen:
This will confirm last Friday's telephone conference. I
phoned you to share some ideas as to what might relieve the
bank of your obvious poor management and to offer suggestions
as to how you could better serve the owners of the bank. You
immediately told me that I was on a speaker phone and that I
was being recorded. Notwithstanding the above, you professed
an interest in what I had to say. Since you insisted on
having an on the record conversation, I phoned you back with
my attorney.
I advised you that it was my belief that you should
declare a special dividend and expressed my surprise that you
had not done so in spite of the fact that your investment
advisors had advised others similarly situated to you to
declare such a dividend. I asked you whether they had advised
you to declare a dividend. You hemmed and hawed and refused
to answer. I believe they have so advised you and will file
this letter together with a 13D to make public my belief.
This month's Bank Director stated that "R. Lee Burrows,
Jr., a managing director at Trident, says that most thrifts
must follow a multipronged capital management strategy after
an IPO if they wish to remain independent: Grow the company
through branch openings, acquisitions, and new product
offerings, while aggressively repurchasing shares and offering
special dividends to drive equity-to-asset ratios down.
"You've got to have a game plan for that excess capital," he
says." You should publicly share with my fellow shareholders
any knowledge you have with regard to recommendations made to
you by Trident in this regard. If you have a game plan, which
according to your investment banker you must have, share it
with us.
Your bank continues to show the poorest results I am
aware of. The street recognizes your weakness and your bank
has had the least stock appreciation I am aware of in the
savings and loan industry over the past 16 months.
Page 8 of 10 Pages
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Algiers Bancorp, Inc.
November 24, 1997
Page 2
Instead of responding to constructive suggestions, you
insisted on accusing me of telling your personnel what I
thought of your performance. I have no duty to respond to you
while you do have a duty to respond to me and to the rest of
your shareholder body. You have failed to do so, either in
words or in performance.
Your September quarter Form 10QSB shows:
- a loss;
- lower deposits;
- lower assets;
- a decrease in the average interest rate
spread;
- G&A to assets ratio at a record high of
3.26%;
- efficiency ratio at record worst, 91%;
and
- higher NPA'S.
This is the most pathetic income statement and balance
sheet I have seen since thrifts were turning "belly-up" in the
late 1980's.
You are killing our company. You must sell it now, after
first returning $4.00 - $6.00 per share of excess capital to
its owners. I have an investment of over $800,000 market
value in Algiers, 9.78% of the company. I will not sit by
while you continue to ruin what value remains in the company.
I have written you many times before. You know you have
failed to enhance share value, and therefore the stock has not
appreciated at all over the past nine months and has actually
become worth even less. The stock closed at $14.25 on 2/28/97
and closed at $13.75 on 11/19/97. During this period, thrift
stocks have soared.
For all of the last 5 quarters, deposits have declined.
While an acquiror will pay a premium on deposits, under your
care, deposits are disappearing. They have declined from
$37.4 million at 9/96 to $35.5 million at 9/97. I believe you
can get a 4% deposit premium from an acquiror. That would
amount to $2.31 additional value per share on your 615,000
shares outstanding. Adding this to present book value per
share of $15.34, results in $17.65 per share.
The financial results you have shown, consistently, can
not bring about such $17.65 value for shareholders.
Therefore, provide this value to shareholders the only
Page 9 of 10 Pages
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Algiers Bancorp, Inc.
November 24, 1997
Page 3
way you can - by selling the company.
Instead of trying to fix what is broken, you suggested
that I sell my stock. As I advised you, this is akin to a
poor workman doing a terrible job on a repair and when the
homeowner so advises him, he suggests to the owner that he
sell the house. I like the Algiers house potential. The
problem is with the repairman.
When in response to your suggestion to sell, I asked if
you would offer me $15.00 per share for my stock, over $2.50
less than the stock would be worth to an acquiror, you
refused. It is not for me to sell my stock, it is for you to
sell the bank. You have not been able to do anything with it,
nor was our conversation in which you plainly refused to do
anything in any way encouraging. Contact potential acquirors
to invite their bid. In light of your failed efforts, this is
the appropriate action for you to take. For once, just do it.
Very truly yours,
Jerome H. Davis
cc: Hugh E. Humphrey, Jr., President/CEO
Thu Dang, Director
John H. Gary, Director
Hugh E. Humphrey, III, Director/Secretary/Treasurer
Eugene J. LeBoeuf, Director/VP
Page 10 of 10 Pages
