<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)<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)
February 21, 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 16 Pages
<PAGE>
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 161,133*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 161,133*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 161,133*<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) 9.94%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 16 Pages
<PAGE>
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 161,133*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 161,133*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 161,133*<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) 9.94%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 16 Pages
<PAGE>
This is Amendment No. 3 to 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"). This
Amendment No. 3 sets forth, in its entirety, the information
contained in Mr. Davis' Statement with regard to the Common Stock
of WHG, 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)."
Prior to this Amendment No. 3 to the Statement, Mr. and
Mrs. Davis filed an amendment No. 1 to the Statement on April 26,
1996, ("Amendment No. 1"), and an Amendment No. 2 to the
Statement on January 3, 1997 ("Amendment No. 2"). Information
contained in Amendments No. 1 and 2 to the Statement which
comprise a part of this Statement are identified below were
appropriate.
Item 1. SECURITY AND ISSUER.
The information set forth below was disclosed in Item 1
of Mr. Davis' original Statement as filed with the Securities and
Exchange Commission ("SEC") on April 5, 1996, and is restated
herein as required pursuant to Rule 13d-2(c).
"The class of equity securities to which this Statement
on Schedule 13D (this "Statement") relates is the Common
Stock, par value $.10 per share ("Common Stock") of WHG
Bancshares Corporation, a Maryland corporation ("WHG") with
its principal executive offices located at 1505 York Road,
Lutherville, Maryland 21093."
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 16 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
WHG, Mr. and Mrs. Davis paid $31,330.00 for an aggregate of
3,133 shares of Common Stock. Mr. and Mrs. Davis also paid
an aggregate of $1,302,125.00 for an aggregate of 116,000
shares of Common Stock owned by them. Except for the Common
Stock obtained through a subscription, all shares were
purchased in over-the-counter transactions through standard
brokerage accounts maintained by Mr. and Mrs. Davis. All
shares were purchased with personal funds of Mr. and Mrs.
Davis."
B. The information set forth in the following
paragraph was added to the disclosure in this Item 3 pursuant to
Amendment No. 1, and is restated herein as required pursuant to
Rule 13d-2(c).
"Mr. Davis and Mrs. Davis paid $463,250.00 for an
aggregate of 42,000 shares of Common Stock owned by them.
All shares were purchased in over-the-counter transactions
through standard brokerage accounts maintained by them. All
such shares were purchased with personal funds of Mr. and
Mrs. Davis."
Page 5 of 16 Pages
<PAGE>
Item 4. PURPOSE OF TRANSACTION.
A. The information set forth below was originally
disclosed in Item 4 as amended and restated in its entirety
pursuant to Amendment No. 2, and is restated herein pursuant to
Rule 13d-2(c).
"Mr. and Mrs. Davis originally acquired the shares
of Common Stock for investment and without any purpose of
changing or influencing the control of WHG. Based on Mr.
Davis' review of WHG's financial results for the year ending
September, 1996, Mr. and Mrs. Davis now believe that WHG
should consider several options to enhance shareholder
value. This view along with Mr. Davis' several concerns
regarding WHG's recent financial performance are discussed
in his January 2, 1997 letter to WHG's Board of Directors, a
copy of which is attached hereto as Exhibit No. 2.
In his letter, Mr. Davis sets forth the following
specific concerns and suggestions regarding WHG's year end
financial results:
1) LOW RATE OF EARNINGS. WHG earned only
$224,000 net for the September quarter, which corresponds to
a quarterly earnings rate of just $.14 and an annual
earnings rate of only $.56. Such a poor annualized earnings
rate will not justify a further increase in the price of the
Common Stock which already trades at a rich 22 times
earnings.
2) POOR RETURN ON EQUITY. WHG's current book
value per share is $14.34. Based on a $.56 annual earnings
rate, its return on equity is only 3.9% annualized for the
quarter ending September, 1996. With this return on equity,
the price of the Common Stock will not rise.
3) SMALL DIVIDENDS. WHG's quarterly dividend of
only $.05 per share provides a poor current yield of only
1.5% on an annual basis. Such a low yield also precludes
any increase in the current price of the Common Stock.
4) RATIO OF STOCK PRICE TO BOOK VALUE. The
current price of approximately $13.00 per share for the
Common Stock reflects 90% of WHG's book value. In as much
as this is no longer cheap, a further increase in the price
of the Common Stock can not be expected to occur without
direct enhancements by WHG's management.
Page 6 of 16 Pages
<PAGE>
5) HIGH EFFICIENCY RATIO. WHG's efficiency
ratio when annualized for the September quarter is on the
high side at 62%. Therefore, a reduction of expenses is
warranted, which will also improve earnings.
All references to financial performance valuations
and ratios discussed above have been adjusted to take into
account WHG's one-time SAIF charge.
In view of WHG's recent financial performance, Mr.
Davis offers the following suggestions to WHG to increase
shareholder value: (i) conduct a share repurchase (to the
maximum extent allowable), up to $14 3/8 per share (100% of
book); (ii) increase its quarterly dividend by $.01 per
quarter for the next 3 quarters; and (iii) pay a special
dividend of up to $7.00 per share (even if on a taxable
basis), which would still leave WHG with a generous 12.3%
capital ratio.
Mr. Davis believes that the above listed
suggestions, in particular the special dividend, if
implemented would measurably improve WHG's ROE, provide
shareholders with substantial cash for reinvestment, and
lower WHG's PE ratio. Mr. Davis further believes that his
suggestions will also make WHG more attractive to a
potential acquiror, in addition to considerably enhancing
shareholder value and materially improving WHG's balance
sheet.
Mr. Davis concludes his letter by expressing his
hope that his recommendations will be put into effect by
WHG's board of directors at the earliest opportunity.
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."
Page 7 of 16 Pages
<PAGE>
B. Item 4 of the Statement is hereby supplemented by
the addition of the following:
"Following up his January 2, 1997 letter to WHG's
Board of Directors, Mr. Davis wrote to WHG's directors on
February 21, 1997 to express his renewed concerns regarding
WHG's poor financial performance as confirmed by its
December quarterly results. A copy of Mr. Davis' January
21, 1997 letter to John. E. Lufburrow, Chairman of WHG's
Board of Directors is attached hereto as Exhibit No. 3.
In his recent letter, Mr. Davis expresses the
following renewed concerns and suggestions regarding WHG's
poor financial results as evidenced in its 10Q filing for
the December quarter:
1) LACK OF EARNINGS. WHG's earnings for the
December, 1996 quarter of only $.10 per share are worse than
its already poor earnings of $.14 for the September, 1996
quarter. At this current rate, WHG's annual rate of
earnings is only $.40 per share. Therefore, the Common
Stock trades at a very rich multiple of 33 times earnings.
Mr. Davis believes the Common Stock is overpriced and
vulnerable to decline.
2) RATIO OF STOCK PRICE TO BOOK VALUE. At
December 31, 1996, the book value of the Common Stock was
$13.90 per share. It now trades at a very full 97% of book
value. Since WHG has been public for 10 1/2 months, Mr.
Davis sees no valid reason why WHG has not already completed
at least one five (5%) percent stock repurchase. Its
failure to do so, has deprived WHG's shareholders of the
reasonable benefits of such a repurchase.
3) ASSETS TO DEPOSITS. WHG's assets and
deposits at December 31, 1996 are at their lowest in the
last four (4) quarters. This reflects a continual decline
in assets from $111.7 million at 3/31/96, to $97.6 million
at 6/30/96, to $96.5 million at 9/30/96 and finally to its
recent level of $95.9 million. Deposits have similarly
declined for the same periods from $73.3 million, to $72.2
million, to $72.1 million and finally to $71.3 million at
12/31/96. Based on such negative growth, Mr. Davis believes
that the Common Stock will not rise in price and is
vulnerable to a decline.
4) POOR RETURN ON EQUITY. WHG's return on
equity is only 2.9% when annualized based on its December,
1996 results. This is about the lowest ROE Mr. Davis has
ever seen. He believes such a percentage demands
improvement through, among other things, a "return of
capital" special dividend.
Page 8 of 16 Pages
<PAGE>
5) ANNUAL REGULAR DIVIDENDS. WHG has a very meager
regular dividend of only $.05 per share. Mr. Davis believes
this dividend amount should be doubled in view of WHG's
excessive capital ratio of 23.4%.
6) RATIO OF NET INTEREST INCOME TO G & A. This ratio
is the most important measure of "core" performance. At
only 1.27% for the December quarter (after provision), this
ratio for WHG is at its lowest level in the past five (5)
quarters - since December, 1995 (prospectus). This is down
from 1.33% at 12/95, 1.41% at 3/96, 1.78% at 6/96 and 1.54%
at 9/96.
7) OPERATING EXPENSES TO ASSETS RATIO. WHG's ratio
of operating expenses to assets is at 2.74% when annualized
for the December, 1996 quarter. This is the worst in the
past five (5) quarters - since December, 1995 (prospectus)
when it was 2.42%. At such a high level of expenses, WHG
can not have any meaningful earnings. This level of
expenses exceeds that of WHG's peers.
8) EFFICIENCY RATIO. WHG's efficiency ratio of 70%
is the worst in the past five (5) quarters.
Mr. Davis believes that in its current state WHG
is foundering and needs to pay a large return-of-capital
dividend now to enhance share value for all of WHG's
stockholders and make its balance sheet more attractive to a
potential acquiror. WHG's continuous poor financial
performance over the last 4-5 quarters indicates that its
independence is no longer a viable option. Mr. Davis
concludes his letter by urging WHG's Board of Directors to
immediately explore strategic alternatives and align itself
with a large financial institution which has the ability to
cut costs and pay handsomely for WHG's franchise and its
deposits.
Mr. Davis plans to engage in further
communications and discussions with WHG's management, Board
of Directors and possibly other shareholders regarding the
matters discussed in his letter.
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."
Page 9 of 16 Pages
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in the following Paragraphs
(a) through (e) of Item 5 was disclosed in Amendment No. 1 and is
restated herein pursuant to Rule 13d-2(c).
"(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 161,133 shares,
representing 9.94 percent of the outstanding shares of
Common Stock based on 1,620,062 shares of Common Stock
disclosed by WHG as outstanding on April 24, 1996. All such
shares are 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 or direct the
disposition of the 161,133 shares of Common Stock jointly
owned by them.
(c) A description of all transactions in the shares of
Common Stock which have been effected by Mr. and 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.
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 WHG."
Page 10 of 16 Pages
<PAGE>
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 set forth below regarding Exhibit
No. 2 to the Statement was disclosed in Amendment No. 2, and is
restated herein as required pursuant to Rule 13d-2(c).
"2. Letter dated January 2, 1997 from Jerome H. Davis
to the Board of Directors of WHG Bancshares Corporation."
C. The information in Item 7 is hereby supplemented
by the addition of the following:
"2. Letter dated February 21, 1997 from Jerome H.
Davis to John E. Lufburrow, Chairman of the Board of
Directors of WHG Bancshares Corporation. Identical letters
were also sent to WHG's other directors."
Page 11 of 16 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.
2/25/97 Jerome H. Davis
Date (Signature)
2/25/97 Susan B. Davis
Date (Signature)
Page 12 of 16 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of WHG Bancshares Corporation ("WHG")
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. 4/1/96 3,133 $10.00 WHG *<F4>
2. 4/1/96 10,000 11.00 OTC **<F5>
3. 4/1/96 10,000 11.125 OTC **<F5>
4. 4/1/96 25,000 11.25 OTC **<F5>
5. 4/1/96 10,000 11.1875 OTC **<F5>
6. 4/1/96 25,000 11.125 OTC **<F5>
7. 4/2/96 4,000 11.375 OTC **<F5>
8. 4/2/96 2,000 11.4375 OTC **<F5>
9. 4/2/96 15,000 11.375 OTC **<F5>
10. 4/3/96 15,000 11.375 OTC **<F5>
__________________________________
<FN>
<F4>
* Purchased directly from WHG 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
Mrs. Davis.
</FN>
</TABLE>
Page 13 of 16 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
and Susan B. Davis:
11. 4/15/96 5,000 $11.125 OTC **<F5>
12. 4/16/96 5,000 11.125 OTC **<F5>
13. 4/17/96 10,000 11.0625 OTC **<F5>
14. 4/23/96 10,000 10.9375 OTC **<F5>
15. 4/25/96 12,000 11.00 OTC **<F5>
__________________________________
<FN>
<F5>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and Mrs.
Davis.
</FN
</TABLE>
The transactions listed in Nos. 11 through 15 of
Schedule A have not been previously reported.
Page 14 of 16 Pages
Exhibit No. 3
February 21, 1997
The Board of Directors
WHG Bancshares
1505 York Road
Lutherville, MD 21093
Attn: John E. Lufburrow,
Chairman of the Board
Dear Mr. Lufburrow:
I wrote to you January 2, 1997, with comments based upon your year-end
(9/96) financial results. Now that I have reviewed your December results
(10Q), I have renewed concerns. My comments which follow are based upon
full (1,620,000) shares outstanding.
You need to take action now to justify the price of our stock (and
possibly enhance it). At a $13.50 bid, our stock is way overpriced based
on the present fundamentals, and will likely decline unless enhancements
are made.
I. LACK OF EARNINGS:
The December, 1996 quarter resulted in even poorer earnings of only
$.10 per share, down from $.14 for the September, 1996 quarter. At this
current rate, your annual rate of earnings is only $.40 per share.
Therefore our stock now trades at a very rich multiple, 33 times earnings.
Our stock is overpriced, and vulnerable to decline.
II. RATIO TO BOOK:
At December 31, 1996 book is $13.90 per share. Stock now trades at a
very full 97% of book. You have now been public 10 1/2 months, and I see
no good reason why you have not implemented and completed at least one 5%
repurchase. You have missed that opportunity and deprived shareholders of
the reasonable benefits of such action.
III. ASSETS AND DEPOSITS:
At December 31, 1996 assets and deposits are the lowest of
the last four quarters. Assets, at 95.9 million, are down from
111.7 million (3/96), down from 97.6 million at 6/30/96, and down
from 96.5 million at 9/30/96. Deposits have similarly declined steadily:
73.3 million, 72.2, 72.1 and 71.3 from 3/96 to 12/96. Where is the growth?
How can stock rise? It won't, and it is vulnerable
Page 15 of 16 Pages
<PAGE>
The Board of Directors
WHG Bancshares
February 21, 1997
Page 2
to a decline.
IV. ROE:
The return on equity, annualized, based upon 12/96 results, is a
paltry 2.9%. Unfortunately, this is about the lowest I've ever seen. It
calls out for improvement through a "return of capital" special dividend.
V. ANNUAL REGULAR DIVIDEND:
The regular dividend is paltry at only .05 per quarter. With your
excessive, and inefficient, capital ratio of 23.4%, it should be doubled.
VI. RATIO OF NET INTEREST INCOME TO G & A:
This most important measure of "core" performance is at the lowest
level of the past 5 quarters, since December, 1995 (prospectus). It is
only 1.27 percent (after provision) down from 1.33, 1.41, 1.78 and 1.54
(December, 1995 through September, 1996 quarters).
VII. OPERATING EXPENSES TO ASSETS RATIO:
The ratio of operating expenses to assets, at 2.74% (annualized) for
the December quarter, is the worst of the past 5 quarters, since December,
1995 (prospectus) when it was 2.42%. There can be no meaningful earnings
with this high level of expenses, and higher than your peers.
VIII. EFFICIENCY RATIO:
The efficiency ratio is the worst of the past 5 quarters, now at 70%.
Our company is foundering. You need to pay a large return-of-capital
dividend now. This will enhance share value for all stockholders and make
the balance sheet more attractive to a potential acquiror. With the trend
of results you've shown over the last 4-5 quarters, continued independence
seems not to be a viable option. You need to explore strategic
alternatives now and align yourself with a larger financial institution
that will pay handsomely for the franchise, the deposits and their ability
to cut costs.
I hope to hear from you about these serious concerns.
Very truly yours,
Jerome H. Davis
(signature)
Page 16 of 16 Pages
