<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>
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)
April 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 15 Pages
<PAGE>
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) 9.73%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 15 Pages
<PAGE>
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) 9.73%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 15 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 $.01 per share ("Common Stock") of
Algiers Bancorp, Inc., a Louisiana corporation (the "Company").
This Amendment No. 3 sets forth, in its entirety, the information
contained in Mr. Davis' Statement with regard to the Common Stock
of the Company 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 August 5,
1996 ("Amendment No. 1"), and an Amendment No. 2 to the Statement
on November 19, 1996 ("Amendment No. 2"). Information contained
in Amendments No. 1 and 2 to the Statement which comprise a part
of this Statement are identified below.
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 July 30, 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 $.01 per share ("Common Stock") of Algiers
Bancorp, Inc., a Louisiana corporation (the "Company") with
its principal executive offices located at 1 Westbank
Expressway, New Orleans, Louisiana 70114."
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.
Page 4 of 15 Pages
<PAGE>
(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.
A. The information set forth in the following
paragraph was disclosed in Item 3 of Mr. Davis' original
Statement, and is restated herein as required pursuant to the
provisions of Rule 13d-2(c).
"Mr. and Mrs. Davis paid an aggregate of $573,020.00
for an aggregate of 53,800 shares of Common Stock owned by
them. 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
the provisions of Rule 13d-2(c).
"Mr. Davis and Mrs. Davis paid an aggregate of
$120,793.75 for an aggregate of 10,900 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."
Item 4. PURPOSE OF TRANSACTION.
A. The information set forth in the following
paragraph was disclosed in Item 4 of the original Statement, and
is restated herein as required pursuant to the provisions of
Rule 13d-2(c).
Page 5 of 15 Pages
<PAGE>
"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."
B. The information set forth in the following
paragraphs was added to the disclosure in this Item 4 pursuant to
Amendment No. 2, and is restated herein as required pursuant to
the provisions of 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 the Company.
However, based on Mr. Davis' review of the Company's
financial results for the quarter ending September, 1996,
Mr. and Mrs. Davis now believe that the Company must
consider several options which will enhance shareholder
value, including a merger transaction. This view along with
Mr. Davis' several concerns regarding the Company's poor
financial performance are discussed in his November 15, 1996
letter to the Company'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 Company's poor
financial results:
1) DECLINING DEPOSITS. Since March 30, 1996,
the Company's deposits have declined from $39.2 million to
$37.4 million. Such a deterioration will not support the
growth of the Company.
2) INFERIOR RATE OF EARNINGS. Excluding the
SAIF charge, the Company's net after tax earning of
$100,000.00 for the September quarter reflects an earnings
rate of only $.15 per share, and an annualized rate of just
$.60 per share. Based on this, the Company's current stock
price of $11.50 per share will not increase any higher,
since it already reflects a very rich PE multiple of 19.2
times.
3) SUBSTANDARD RETURN ON EQUITY. The Company's
current book value per share is $15.05. Based on $.60
earnings rate, its return on equity is only 4.0%.
Page 6 of 15 Pages
<PAGE>
4) INADEQUATE DIVIDENDS. The Company's
quarterly dividend of $.09 per share is extremely meager in
view of its high capital ratio of 20.5%. Mr. Davis notes
that special dividends of between $3.00 and $10.00 per share
are common, and warranted by the Company capital ratio. In
light of the Company's failure to issue a special dividend,
Mr. Davis questions whether the Company has entered into an
agreement with regulators to not issue a special dividend
for at least a year.
5) LACK OF SHARE REPURCHASE. The Common Stock
trades at only 76% of book value. Such a condition presents
the Company with an obvious opportunity to conduct a share
repurchase, which should occur in January, 1997 - the six
month anniversary of its conversion.
Mr. Davis concludes his letter by strongly advising the
Company to explore opportunities to merge with a larger
financial institution if it can not triple its substandard
4% return on equity. Mr. Davis believes that a merger
transaction offers a clear opportunity to realize a sound
return on shareholder investment. He states that such a
transaction will likely result in a 54% gain (to $17.70 per
share) in the current price of the Company's Common Stock of
$11.50, and will properly reward the Company's shareholders.
Mr. Davis plans to engage in further communications and
discussions with the Company's Board of Directors,
management 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 7 of 15 Pages
<PAGE>
C. Item 4 of the Statement is hereby further
supplemented by the addition of the following information:
"Based on his review of the Company's recently released
December, 1996 quarterly results, Mr. Davis wrote to its
Board of Directors to underscore his belief that the Company
must implement measures to enhance shareholder value in the
face of its continuously substandard financial performance.
A copy of Mr. Davis' letter dated April 3, 1997 to Hugh E.
Humphrey, Jr., a Director and the President of Algiers
Bancorp, Inc., is attached hereto as Exhibit No. 3.
In his letter, Mr. Davis presents the following
comments and recommendations regarding his review of the
Company's December, 1996 quarterly results:
1) RETURN ON ASSETS. At only 58 basis points
the Company's return on assets is the worst in the past 3
quarters. For this period the Company earned only $.11
per share (based on 648,000 shares), which is just $.44 when
annualized. At $13.25 per share, the current price of the
Common Stock provides a PE ratio of 30 times earnings. In
view of the Company's dismal earnings, the Common Stock is
worth much less, and may suffer an imminent decline.
2) BOOK VALUE. The book value of the Common
Stock is $15.12 per share. Based on this amount, the
Company should take every available step to conduct another
5% buy back as soon as possible.
3) SUBSTANDARD RETURN ON EQUITY. The Company's
return on equity is only 2.9% when annualized for the
quarter. This is the worst in the past four quarters. Such
results do not justify the continued independence of the
Company as a public institution.
4) INADEQUATE DIVIDENDS. The Company
continues to maintain an excessively high capital ratio at
20.3%. While the Company must be considering issuing a
one-time special dividend at its earliest opportunity (July,
1997), an increase in its regular dividend is also warranted.
Such an increase would be welcomed by the Company's
shareholders since other enhancements are not being achieved
through the Company's financial performance. These
shareholders could probably put such funds to better use.
5) CONTINUING DECLINE IN DEPOSITS. The
Company's amount of deposits of $36.6 million is at its lowest
level in the past four quarters. As the Company is aware,
acquirors pay premiums on deposits. Such a potential
premium is being diminished.
Page 8 of 15 Pages
<PAGE>
6) HIGH EXPENSES. Mr. Davis inquires how the
Company can make any meaningful profit when its operating
expenses run at $285,000 per quarter (Dec.). This provides
a G&A to assets ratio of just 2.36% (annualized), which is
the worst in the last four quarters. As expected, the
Company's efficiency ratio of 78% is likewise the worst in
the last four quarters.
In light of the Company's consistently poor results, Mr.
Davis urges its Board of Directors to explore strategic
alternatives to its continued independence. A suitable
acquiror will likely pay a handsome premium to the current
price of the Common Stock. Mr. Davis notes that Guaranty
Savings and Homestead in Metaric has a 44.9% capital ratio.
The Company's management should talk to them and others to
find ways to enhance shareholder value, which will not occur
based on its recent financial performance.
Mr. Davis plans to engage in further communications and
discussions with the Company's Board of Directors, management
and possibly other shareholders regarding the matters
discussed in his letter. The disposition of Common Stock, as
set forth on Schedule A hereto, reflects investment decisions
consistent with the purpose for which such shares of Common
Stock were required.
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 (e) 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 9.73 percent of the
outstanding shares of Common Stock, based on 618,124 shares
of Common Stock disclosed by the Company as outstanding as
of April 1, 1997. All shares of Common Stock are jointly
held in the name of Mr. and Mrs. Davis.
Page 9 of 15 Pages
<PAGE>
(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 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 as required
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 the
Company."
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
A. The information set forth below regarding Exhibit
1 to the Statement was disclosed in 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
2 to the Statement was disclosure in Amendment No. 2, and is
restated herein as required pursuant to Rule 13d-2(c).
"2. Letter dated November 15, 1996 from Jerome H.
Davis to the Board of Directors of Algiers Bancorp, Inc."
C. Item 7 of the Statement is hereby further
supplemented by the addition of the following:
"3. Letter dated April 3, 1997 from Jerome H. Davis to
Hugh E. Humphrey, Jr., a Director and the President of
Algiers Bancorp, Inc."
Page 10 of 15 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.
4/4/97 Jerome H. Davis
Date (Signature)
4/4/97 Susan B. Davis
Date (Signature)
Page 11 of 15 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transaction in the
Common Stock of Algiers 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
<S> <C> <C> <C> <C>
Mr. and Mrs. Davis:
1. 7/15/96 4,500 $10.69 OTC **<F4>
2. 7/16/96 4,200 10.625 OTC **<F4>
3. 7/16/96 6,000 10.50 OTC **<F4>
4. 7/16/96 1,500 10.56 OTC **<F4>
5. 7/18/96 20,000 10.625 OTC **<F4>
6. 7/18/96 5,000 10.625 OTC **<F4>
7. 7/24/96 5,000 10.75 OTC **<F4>
8. 7/24/96 5,600 10.75 OTC **<F4>
9. 7/26/96 2,000 10.9375 OTC **<F4>
10. 7/30/96 2,500 10.9375 OTC **<F4>
11. 8/1/96 3,400 11.125 OTC **<F4>
12. 8/1/96 5,000 11.125 OTC **<F4>
13. 3/3/97 (4,500) 13.00 OTC **<F4>
__________________________________
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and Mrs.
Davis.
</FN>
</TABLE>
The transaction listed in No. 13 has not been
previously reported in the Statement.
Page 12 of 15 Pages
Exhibit No. 3
April 3, 1997
Board of Directors
Algiers Bancorp, Inc.
P.O. Box 6308
New Orleans, Louisiana 70174-6308
Attn: Hugh E. Humphrey, Jr., President
Gentlemen:
I am in receipt of your two page press release
announcing your dismal December 1996 quarterly results. Your
release is dated April 2, 1997 and comes over 3 months after the
end of the quarter. Given the awful results, I can see why you
would delay the release as long as possible.
Let's look at your performance for this December
quarter only (SAIF charge took place in the September quarter).
I. RETURN ON ASSETS.
At only 58 basis points this is the worst of your
past 3 quarters. You earned only $.11 per share (on 648,000
shares) which is only $.44 annually. At $13.25 today, that is a
PE ratio of 30 times earnings. Do you think our stock price will
continue to levitate indefinitely? On these poor fundamentals,
stock is worth much less then $13.25. You are not enhancing its
value with these paltry earnings and a decline seems imminent. I
hear today that there is stock for sale, with no buyers.
II. BOOK VALUE.
At December 31 book value per share is $15.12.
Although you have recently completed a 5% share repurchase, you
should DO EVERYTHING POSSIBLE to buy back another 5% right away.
Page 13 of 15 Pages
<PAGE>
Algiers Bancorp, Inc.
April 3, 1997
Page 2
III. RETURN ON EQUITY.
At 2.9% (annualized, for the quarter) it is the
worst of the past 4 quarters. Continued independence as a public
company is not justified with such results.
IV. DIVIDENDS.
Your capital ratio remains way too high, at 20.3%
now. I imagine you must be considering a one-time special (return-
of-capital) dividend as soon as you can (July, 1997), but why not
increase the regular dividend now? Shareholders would welcome any
small enhancement on their investment, since you're not providing
it through financial performance. We can probably put the money to
better use than you are.
V. CONTINUING DECLINE IN DEPOSITS.
At $36.6 million, it is at the lowest level of the
past four quarters. Acquirors pay a premium on deposits, as you
know. Such a premium, should it occur, is being diminished.
VI. HIGH EXPENSES.
How can you make any meaningful profit when your
operating expenses run $285,000 per quarter (Dec.)? That is an
awful G&A to assets ratio of 2.36% (annualized), your worst of the
past 4 quarters. Of course your efficiency ratio is, likewise, the
worst of the last 4 quarters, at 78%.
Based on these continuing poor results I again urge you
to explore strategic alternatives to continued independent
operation of our company. I am confident that a handsome premium
to the current stock price would be paid by a suitable acquiror.
Guaranty Savings and Homestead in Metaric has 44.9% capital ratio.
Why not talk to them, among others, now.
Management needs to take action on many fronts to enhance
share value. It will obviously not come from recent financial
performance under your aegis.
Page 14 of 15 Pages
<PAGE>
Algiers Bancorp, Inc.
April 3, 1997
Page 3
I look forward to your comments.
Very truly yours,
Jerome H. Davis
(Signature)
P.S. What are NPA's at 12/31/96?
What is annual meeting date?
How long will it take you to release March quarter results?
Page 15 of 15 Pages
