<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 5)<F1>
WHG Bancshares Corporation
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
928949106
(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 3, 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. 928949106
_________________________________________________________________
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 91,048*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 91,048*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 91,048*<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) 6.22%
_________________________________________________________________
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. 928949106
_________________________________________________________________
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 91,048*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 91,048*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 91,048*<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) 6.22%
_________________________________________________________________
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 $.10
per share ("Common Stock") of WHG Bancshares Corporation, a
Maryland corporation ("WHG"), 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:
"Following his review of WHG's press release regarding
its financial results for the September, 1997 quarter, Mr. Davis
wrote to WHG's Board of Directors to convey his belief that its
management does not have the ability or willingness to improve
WHG's deplorable financial condition. According to Mr. Davis,
the efforts of WHG's management for more than a year have
resulted in negligible enhancement in the value of shareholder
investment. As a result, significant measures, including the
payment of special dividend of $6.00 to $8.00, must be
implemented now to properly reward shareholder value. A copy of
Mr. Davis' November 3, 1997 letter to WHG's Board of Directors is
attached hereto as Exhibit No. 4.
In his letter, Mr. Davis makes the following points to
confirm his belief that WHG must take action to end its financial
stagnation:
1) ASSETS AND DEPOSITS. WHG's assets have shown no
growth from their level of 97.6 million at June 30, 1996. Fifteen
months later, they are virtually the same. WHG's deposits have
similarly shown no significant improvement. Their current level of
74.1 million is barely above their level of 73.3 million at March
31, 1996. Deposits have remained relatively flat for the last 18
months. Mr. Davis believes the price of the Common Stock can not
rise without improvements in these fundamental areas. He also
notes that WHG's non-performing loans have almost doubled in the
past year.
2) BOOK VALUE PER SHARE. According to Mr. Davis'
records, WHG' book value per share is $13.36 based on its last
publicly disclosed number of outstanding shares of Common Stock of
1,462,000. This figure is much less than the $14.35 book value
which WHG has reported in its recent press release. Even this
higher book value shows no real improvement over WHG's book value
per share of $14.36 at June 30, 1996.
3) EARNINGS AND RETURN ON EQUITY. WHG's earnings for
the September, 1997 quarter were only 10.7 cents per share based on
1,462,000 shares of Common Stock outstanding. This reflects an
appalling annual earnings rate of less than 43 cents per share.
Page 4 of 10 Pages
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At this rate, WHG's ROE when annualized for the September quarter
is only 3.1%, the worst in all but one of the past 9 quarters.
Such earnings also reflects a P/E ratio of an astonishing 35 times
earnings (based upon a stock price of $15.25). This is the worst
in the past 9 quarters.
In his letter, Mr. Davis also notes that WHG's failure
to provide vital income statement data in its recent press release,
prevents WHG's shareholders from determining its NII to G&A, G&A
to assets, and efficiency ratio. However, he is confident that
these figures further confirm WHG's poor financial situation.
4) CAPITAL RATIO AND DIVIDEND. At March 30, 1996,
WHG's maintained an excessive capital ratio of 20.6%. Today, its
capital ratio is virtually unchanged at 20.1%. WHG's increased
dividend of $.08 per share still reflects a meager annual yield of
only 2.1% based on a $15.25 price per share of the Common Stock.
WHG should have reduced its excess capital long ago and returned
cash to its shareholders by declaring a special dividend. By
exercising such poor capital management, Mr. Davis believes that
the members of WHG's Board of Directors are not properly carrying
out their fiduciary duty to WHG's shareholders. He believes that
any advice which they are receiving on the retention of WHG's
excess capital is misguided. He recommends that they speak to top
Wall Street thrift advisors such as Friedman, Billings, Ramsey &
Company, Inc., Charles Webb & Company, and Sandler O'Neill &
Partners, L.P.
According to Mr. Davis, WHG's recent financial
performance for the September, 1997 quarter confirms that its
dreadful financial state will continue, unless WHG's management
implements the sorely needed measures to enhance shareholder value.
In particular, Mr. Davis strongly advises WHG to immediately pay a
large special dividend of $6.00 to $8.00 per share. This measure
will enhance share value for all of WHG's shareholders, make
WHG's balance sheet more attractive, and improve the price of the
Common Stock, net of the payment.
Mr. Davis concludes his letter by stating that WHG's
continued independence is no longer a viable option. He advises
WHG's Board of Directors to explore strategic alternatives and
align itself with a larger financial institution with the ability
to cut costs and who will pay substantially above the current
market price of the Common Stock for the franchise and its
deposits.
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
Page 5 of 10 Pages
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to time, depending upon price and market conditions, evaluation
of alternative investments, and other factors."
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Statement is hereby supplemented by the
addition of the following information:
"4. Letter dated November 3, 1997 from Jerome H. Davis
to the Board of Directors of WHG Bancshares, Corporation.
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.
11/4/97 Jerome H. Davis
Date (Signature)
11/4/97 Susan B. Davis
Date (Signature)
Page 7 of 10 Pages
Exhibit No. 4
November 3, 1997
The Board of Directors
WHG Bancshares
1505 York Road
Lutherville, MD 21093
Attn: John E. Lufburrow,
Chairman of the Board
Dear Mr. Lufburrow:
After reviewing the company's press release concerning its
financial results for the September quarter, I no long hold any
hope that the company's management has the ability or willingness
to improve its deplorable financial situation.
For well over a year our company has remained in a state of
financial stagnation, and as a result the price of our stock has
gone nowhere. Shareholders in WHG watched the bull market in
thrifts only as spectators. Your efforts have resulted in
negligible enhancement in the value of shareholder investment in
the company. Significant measures must be immediately
implemented to properly enhance shareholder value.
The company's continuing poor performance for the
recent quarter only confirms that action must be taken now to end
this endlessly intolerable situation.
I. Assets and Deposits.
At June 30, 1996 assets were at 97.6 million and are now, 15
months later, virtually the same. No growth. Deposits have
similarly shown no significant improvement during this same
period. Their current level of 74.1 million is barely above
their March 31, 1996 level of 73.3 million. Relatively flat, for
18 months. Our stock simply cannot rise without growth in these
fundamental areas. Furthermore, non-performing loans have almost
doubled from the year-ago figure.
II. Book Value.
According to my records, the company's book value per
share is $13.36, based 1,462,000 shares outstanding, the last
Page 8 of 10 Pages
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Board of Directors
November 3, 1996
Page 2
publicly disclosed number by the company. This is much less than
the $14.35 value which you have reported in your recent press
release. Even your inflated amount of $14.35 per share, shows no
improvement over the book value per share at June 30, 1996:
$14.36 per share. There has been virtually no increase in the
book value of our stock over the last 15 months.
III. Earnings, and Return on Equity:
Earnings for the September, 1997 quarter were only 10.7
cents per share (based on the number of shares above). This
reflects a woeful annual rate of less than 43 cents per share.
At this level ROE, at only 3.1% (annualized, for the September
quarter), is worse than for all but one of the past nine quarters.
Such dismal earnings equate to a P/E ratio of an astonishing 35
times (based upon $15.25 stock price) - the worst in the last nine
already pathetic quarters.
Since your press release omits vital income statement
data, shareholders cannot determine the company's NII to G&A, G&A
to assets, and efficiency ratio. However, we can be confident
that these figures are equally miserable. Unfortunately this is
our only confidence.
IV. Capital Ratio and Dividend:
At March 30, 1996, your capital ratio was an excessive
20.6%. Today it is essentially unchanged at 20.1%. Since then
you have paid shareholders a paltry dividend. Even an increased
quarterly dividend of $.08 per share reflects a meager annual
yield of only 2.1% on a $15.25 stock. You should have brought
down this excessive capital long ago by returning cash to
shareholders through declaration of a special dividend. There is
no reason for you to continue to exercise such poor capital
management. You are not performing your fiduciary duty. Any
advice you receive on the retention of this excess cash is
misguided. Talk to the top Wall Street thrift advisors: FBR,
Chas Webb Co., and Sandler.
By every measure and valuation our company continues to
exist in a dreadful state. Its recent performance only reveals
that it will continue to go nowhere unless the company's
management takes the sorely needed measures to enhance
shareholder value - which it has thus far ignored.
Page 9 of 10 Pages
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Board of Directors
November 3, 1997
Page 3
You need to pay a large special dividend of $6.00 to $8.00
per share, now. This will enhance share value for all
shareholders while making the balance sheet much more attractive.
And, the stock price, net of the payment, will improve. A win-
win-win situation. How you fail to implement this is an example
of why our company is in its present state.
With the results you have achieved, continued independence
of our company is no longer a viable option. You need to explore
strategic alternatives now and align yourself with a larger
financial institution with its ability to cut costs, that will
pay substantially above current market price for the franchise
and the deposits. This will finally enable your shareholders to
participate as players, not as spectators. You've had control of
our company's destiny for long enough. You've shown what you can
do. Turn over the reins to someone capable of handling a public
company, with owners who deserve to have their investment
enhanced.
I, and I am sure all your non-management shareholders, hope
to hear from you very soon about these serious concerns.
Very truly yours,
Jerome H. Davis
Page 10 of 10 Pages
