<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )<F1>
Reliance Bancshares, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
759453103
(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)
May 9, 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 11 Pages
<PAGE>
CUSIP No. 759453103
_________________________________________________________________
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 8,800
Shares 8. Shared Voting
Beneficially Power 133,900*<F2>
Owned by 9. Sole Dispositive
Each Report- Power 8,800
ing Person 10. Shared Dispositive
with Power 133,900*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 142,700*<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) 5.56%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 11 Pages
<PAGE>
CUSIP No. 759453103
_________________________________________________________________
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 142,700*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 142,700*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 142,700*<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) 5.56%
_________________________________________________________________
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 8,800 shares of
the Company's Common Stock, par value $1.00 per share, held in the
name of her husband, Jerome H. Davis.
Page 3 of 11 Pages
<PAGE>
Item 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on
Schedule 13D (this "Statement") relates is the Common Stock, par
value $1.00 per share ("Common Stock") of Reliance Bancshares,
Inc., a Wisconsin corporation ("Reliance") with its principal
executive offices located at 3140 South 27th Street, Milwaukee,
Wisconsin 53215.
Item 2. IDENTITY AND BACKGROUND.
(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 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.
Mr. Davis paid an aggregate of $64,285.00 for an
aggregate of 8,800 shares of Common Stock owned by him. In
addition, Mr. and Mrs. Davis also paid an aggregate of
$1,032,706.25 for an aggregate of 133,900 shares of Common Stock
owned by them. All shares were purchased in over-the-counter
transactions through standard brokerage accounts maintained by Mr.
Davis and jointly by Mr. and Mrs. Davis. All shares were purchased
with personal funds of Mr. and Mrs. Davis.
Page 4 of 11 Pages
<PAGE>
Item 4. PURPOSE OF TRANSACTION.
Mr. and Mrs. Davis have acquired the shares of Common
Stock for investment and without any purpose of changing or
influencing the control of Reliance. 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 Reliance. In connection therewith, Mr. Davis
sometimes engages in oral and written communications with the
officers and directors 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.
In the past, Mr. Davis has engaged in such communications with
the officers and directors of Reliance.
On April 28, 1997, Mr. Davis wrote to the members of
Reliance's Board of Directors to advise them that they should: 1)
conduct a repurchase of shares of Common Stock and ii) start paying
a regular quarterly dividend of $.10 per share. A copy of Mr.
Davis' letter to Reliance's Board of Directors Attention: O.
William Held is attached hereto as Exhibit No. 2. To the extent he
deems appropriate, Mr. Davis may engage in further communications
with the officers and directors of Reliance.
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) The aggregate number of shares of Common Stock
beneficially owned by Mr. and Mrs. Davis for the purposes of this
Statement is 142,700 shares representing 5.56 percent of the
outstanding shares of Common Stock, based on 2,562,324 shares of
Common Stock disclosed by Reliance as outstanding on May 16, 1997.
Of such shares, 8,800 (.34%) are held in the name of Mr. Davis
and 133,900 (5.22%) 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 the sole power to
vote or direct the vote and sole power to dispose or direct
the disposition of the 8,800 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 133,900 shares of Common
Stock jointly owned by him and Mrs. Davis.
Page 5 of 11 Pages
<PAGE>
(ii) Subject to the matters referred to in
paragraphs (a), and (b)(i) hereof, Mrs. Davis has shared power to
vote or direct the vote and shared power to dispose or direct the
disposition of the 133,900 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 8,800 shares of Common Stock owned by Mr. Davis.
(c) A description of all transactions in the shares of
Common Stock which have been effected by Mr. and/or 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.
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 Reliance.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement between Jerome H. Davis and
Susan B. Davis.
2. Letter dated April 28, 1997 from Jerome H. Davis to
the Board of Directors of Reliance, Attention: O. William Held.
Page 6 of 11 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 statement is true, complete and
correct.
5/16/97 Jerome H. Davis
Date (Signature)
5/16/97 Susan B. Davis
Date (Signature)
Page 7 of 11 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of Reliance Bancshares, Inc.
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>
Mr. and Mrs. Davis:
1. 4/18/96 25,000 $ 8.00 OTC *<F4>
2. 8/19/96 3,000 7.875 OTC *<F4>
3. 9/4/96 10,000 8.19 OTC *<F4>
4. 9/4/96 7,500 8.19 OTC *<F4>
5. 9/17/96 15,000 8.125 OTC *<F4>
6. 9/18/96 5,000 8.125 OTC *<F4>
7. 4/9/97 7,500 7.50 OTC *<F4>
8. 4/10/97 12,000 7.375 OTC *<F4>
Jerome H. Davis:
9. 4/11/97 7,000 7.291 OTC *<F4>
Mr. and Mrs. Davis:
10. 4/14/97 2,500 7.31 OTC *<F4>
Jerome H. Davis:
11. 4/14/97 1,800 7.36 OTC *<F4>
__________________________________
<FN>
<F4>
* Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mrs. and/or
Mr. Davis.
</FN>
</TABLE>
Page 8 of 11 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>
Mr. and Mrs. Davis:
12. 4/15/97 1,300 $ 7.375 OTC *<F4>
13. 4/15/97 4,000 7.3125 OTC *<F4>
14. 4/16/97 1,000 7.375 OTC *<F4>
15. 4/16/97 1,500 7.3125 OTC *<F4>
16. 4/17/97 4,700 7.375 OTC *<F4>
17. 4/21/97 600 7.25 OTC *<F4>
18. 4/23/97 1,500 7.25 OTC *<F4>
19. 4/25/97 4,000 7.25 OTC *<F4>
20. 4/25/97 5,900 7.25 OTC *<F4>
21. 4/29/97 1,000 7.25 OTC *<F4>
22. 5/7/97 3,900 7.375 OTC *<F4>
23. 5/9/97 7,000 7.375 OTC *<F4>
24. 5/12/97 5,000 7.25 OTC *<F4>
25. 5/13/97 5,000 7.50 OTC *<F4>
_________________________________
<FN>
<F4>
* Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mrs. and/or Mr.
Davis.
</FN
</TABLE>
The transactions listed in Nos. 20 through 24 of Schedule
A have not been previously reported.
Page 9 of 11 Pages
Exhibit 1
JOINT FILING AGREEMENT
Each of the undersigned agrees that the Statement,
including amendments, on Schedule 13D relating to shares of
Common Stock of Reliance Bancshares, Inc. to which this Agreement
is attached is being filed on behalf of each of the undersigned.
5/16/97 Jerome H. Davis
Date (Signature)
5/16/97 Susan B. Davis
Date (Signature)
Page 10 of 11 Pages
Exhibit No. 2
April 28, 1997
The Board of Directors
Reliance Bancshares
3140 South 27th Street
Milwaukee, WI 53215
Attn: O. William Held
Gentlemen:
As an owner of almost 5% of the outstanding Reliance shares,
I am concerned about your complete inactivity in the area of share
repurchase.
You have been public for one full year, yet you have not done
any share repurchase. Most thrifts have completed one, if not two
5% repurchases in their first year as a public company. While you
have enhanced share value by paying a $3.00 per share special
dividend, this one tiny step is not a panacea. You must do more
and do it quickly.
First, with a 50% capital ratio presently, you should be
buying back all the stock you can, at current price levels - $7.25.
This is only 84% of your $8.62 per share book value. Numerous
thrifts, whose shares I own, are currently buying back their stock
at 100-110% of book. Although you are probably thinking of using
this excessive 50% capital in other ways, I see no reason to wait
any longer to repurchase your shares as well. I suspect you could
get approval from the regulators to buy 10% now.
You pay no regular quarterly dividend. This makes no sense.
With your huge excess capital, you should be paying $.10 quarterly.
When will you issue a press release containing your March
financial results? When will your March 10Q be available?
I ask for your comments and reply at your earliest
convenience.
Very truly yours,
Jerome H. Davis
(signature)
Page 11 of 11 Pages
