<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>
CBES Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
124794 10 8
(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)
February 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 13 Pages
<PAGE>
CUSIP No. 124797 10 8
_________________________________________________________________
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 97,200*<F2>
Shares 8. Shared Voting
Beneficially Power -0-
Owned by 9. Sole Dispositive
Each Report- Power 97,200*<F2>
ing Person 10. Shared Dispositive
with Power -0-
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 97,200*<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) 9.48%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 13 Pages
<PAGE>
CUSIP No. 124794 10 8
_________________________________________________________________
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 92,700*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 92,700*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 92,700*<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) 9.48%
_________________________________________________________________
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 97,200 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 13 Pages
<PAGE>
This is Amendment No. 1 to 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 CBES
Bancorp, Inc., a Delaware corporation ("CBES"), as filing with
the Securities and Exchange Commission on October 3, 1996.
This Amendment No. 1 sets forth, in its entirety, the
information contained in Mr. Davis' Statement with regard to the
Common Stock of CBES, 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 in Item 1 of the Statement is
hereby amended and restated in its entirety to read as follows:
"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 CBES
Bancorp, Inc., a Delaware corporation ("CBES") with its
principal executive offices located at 1001 North Jesse
James Road, Excelsior Springs, Missouri 64024."
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).
Page 4 of 13 Pages
<PAGE>
(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.
A. 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
CBES, Mr. Davis paid $100,000.00 for an aggregate of 10,000
shares of Common Stock. Additionally, Mr. Davis purchased
an aggregate of 25,000 shares of Common Stock in private
transactions for a total aggregate purchase price of
$312,500.00, and an additional 47,500 for an aggregate
purchase price of $600,625.00. All shares were purchased
with personal funds of Mr. Davis."
B. Item 3 of the Statement is hereby further
supplemented by the addition of the following information:
"Since filing the Statement, Mr. Davis paid an
aggregate of $224,712.50 for an aggregate of 14,700 shares
of Common Stock owned by him. All such shares were
purchased in over-the-counter transactions through standard
brokerage accounts maintained by Mr. Davis and were
purchased with his personal funds."
Page 5 of 13 Pages
<PAGE>
Item 4. PURPOSE OF TRANSACTION.
The information set forth in Item 4 of the Statement is
hereby amended and restated in its entirety to read as follows:
"Mr. and Mrs. Davis originally acquired the shares of
Common Stock for investment and without any purpose of
changing or influencing the control of CBES. Based
on Mr. Davis' review of CBES's December quarterly
results, Mr. and Mrs. Davis now believe that CBES must
implement several measures to enhance shareholder value.
Such measures along with Mr. Davis' concerns regarding
CBES's recent financial performance are discussed in his
February 12, 1997 letter to each member of its Board of
Directors. A copy of Mr. Davis' letter to Robert E.
McCrorey, Chairman of CBES's Board of Directors, is attached
hereto as Exhibit No. 2.
In his letter, Mr. Davis shares his concern that CBES's
expenses, as a percentage of assets, are at the highest
level of the past three quarters at 2.79%. This is up from
2.50% at the end of the September, 1996 quarter and 2.57% at
the end of the June, 1996 quarter.
Mr. Davis believes that CBES must reduce expenses in
order to improve the price of the Common Stock, which at
$15.50 per share is fully priced to CBES's earnings rate
($1.20 per year) at 12.9 PE ratio. At this ratio and with
the Common Stock trading at 92% of book value, Mr. Davis
believes that the price of the Common Stock has no cause to
rise further. However a reduction in expenses should
improve the price of the Common Stock to about $18.00 per
share. Such a price can be achieved by reducing expenses to
provide for annualized earnings of $1.50 per share ($385,000
net per quarter).
In addition to its high level of expenses, CBES
maintains an excessive capital ratio of 18.9%. Mr. Davis
believes that such excess capital should be used by CBES to
improve the value of its shareholders' investment by i)
implementing a share repurchase (up to 100% of book), ii)
declaring a large regular dividend, and iii) declaring some
type of large special dividend (tax-free or taxable). These
measures will also improve CBES's poor ROE.
Mr. Davis plans to engage in further communications and
discussions with CBES's Board of Directors, and management
regarding the matters discussed in his letter.
Page 6 of 13 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."
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 97,200 shares,
representing 9.48 percent of the outstanding shares of
Common Stock based on 1,024,958 shares of Common Stock
disclosed by CBES as outstanding on February 10, 1997. All
such shares are held in the name of Mr. 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 the sole power to dispose or direct
the disposition of the 97,200 shares of Common Stock owned
by him.
(ii) Subject to the matters referred to in
paragraphs (a) and (b)(i) hereof, Mrs. Davis may be deemed
to have shared power to vote or direct the vote and shared
power to dispose or direct the disposition of the 97,200
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. Davis is set
forth in Schedule A attached hereto and is incorporated
herein by reference.
(d) and (e) - Not applicable."
Page 7 of 13 Pages
<PAGE>
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
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 CBES."
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
A. The information set forth below regarding Exhibit
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 February 12, 1997 from Jerome H.
Davis to Robert E. McCrorey, Chairman of the Board of
Directors of CBES. Identical letters were also sent all of
CBES's other directors."
Page 8 of 13 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.
2/13/97 Jerome H. Davis
Date (Signature)
2/13/97 Susan B. Davis
Date (Signature)
Page 9 of 13 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of CBES Bancorp, 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>
Jerome H. Davis:
1. 9/27/96 10,000 $10.00 CBES *<F4>
Ban-
corp,
Inc.
2. 9/30/96 5,000 12.625 OTC **<F5>
3. 9/30/96 10,000 12.625 OTC **<F5>
4. 9/30/96 7,500 12.625 OTC **<F5>
5. 9/30/96 15,000 12.6875 OTC **<F5>
6. 9/30/96 10,000 12.625 OTC **<F5>
7. 10/1/96 10,000 12.50 PT ***<F6>
8. 10/1/96 10,000 12.50 PT ***<F6>
9. 10/1/96 5,000 12.50 PT ***<F6>
__________________________________
<FN>
<F4>
* Purchased directly from CBES Bancorp, Inc. in an initial
public offering pursuant to a stock subscription.
(/FN>
<FN>
<F5>
* Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr.
and/or Mrs. Davis.
</FN>
<FN>
<F6>
*** Purchased directly from a shareholder of CBES Bancorp, Inc.
in a private transaction ("PT").
</FN
</TABLE>
Page 10 of 13 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 H. Davis:
10. 1/13/97 400 $14.375 OTC **<F5>
11. 1/16/97 2,000 14.75 OTC **<F5>
12. 1/28/97 1,500 15.125 OTC **<F5>
13. 2/3/97 5,800 15.50 OTC **<F5>
14. 2/10/97 5,000 15.375 OTC **<F5>
__________________________________
<FN>
<F5>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and/or
Mrs. Davis.
</FN
</TABLE>
The transactions listed in Nos. 10 through 14 of
Schedule A have not been previously reported.
Page 11 of 13 Pages
Exhibit No. 2
February 12, 1997
The Board of Directors
CBES Bancorp, Inc.
1001 North Jesse James Rd.
Excelsior Springs, MO 64024
Attn: Robert E. McCrorey
Dear Mr. McCrorey:
I have reviewed your December 1996 quarterly results and
would like to comment.
Earnings were not bad, but they could be so much better if
you could rein in those expenses. For the December quarter, your
expenses, as a percent of assets, are at the highest level of the
past three quarters: 2.79%. This is up from 2.50% at the end of
the September 1996 quarter, and up from 2.57% at the end of June
1996 quarter.
Our stock price ($15.50 now) is fully priced to your
earnings rate ($1.20 per year) at 12.9 PE ratio. By this
measure, and with the stock trading at 92% of book, the price
will not rise further. Expense reductions are necessary to
provide annualized earnings of $1.50 per share. At that
increased rate ($385,000 net per quarter) the stock should trade
at about $18.00 per share.
Enhancements by management are due now: share repurchases
(up to 100% of book), declaration of a large regular dividend,
and some type of large special dividend (tax-free or taxable).
Your present capital ratio of 18.9% is excessive and warrants all
three of the above measures. The poor ROE will also be aided by
enacting these measures.
Page 12 of 13 Pages
<PAGE>
The Board of Directors
CBES Bancorp, Inc.
February , 1997
Page 2
I would appreciate your comments.
Very truly yours,
Jerome H. Davis
(signature)
P.S. At 12/31/96, what were the total (dollar) NPA's?
At 12/31/96, how much of your $64.8 million in deposits are
in CD's?
cc: Larry E. Hermreck
Dennis D. Hartman
Richard N. Cox
Rodney G. Rounkles
Robert L. Lalumondier
Edgar L. Radley
Cecil E. Lamb
Page 13 of 13 Pages
