<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>
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)
August 15, 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 7 Pages
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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 7 Pages
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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 7 Pages
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The Statement on Schedule 13D (the "Statement") of
Jerome H. Davis, with respect to the Common Stock, par
value $1.00 per share ("Common Stock") of Reliance Bancshares,
Inc., a Wisconsin corporation ("Reliance"), 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:
"Following his review of Reliance's fourth quarter
results for the period ending June 30, 1997, Mr. Davis wrote to the
members of Reliance's Board of Directors to convey his belief that
they must act to improve Reliance's financial position and pay out
additional large dividends. A copy of Mr. Davis' letter of August
15, 1997 to Reliance's Board of Directors is attached hereto as
Exhibit No. 3.
Reliance's recent quarterly earnings of only 2 cents per
share evidences its clear failure to generate a competitive return.
Based on such results, Mr. Davis is even unable to determine a
proper P/E ratio or ROE for Reliance. In addition to its poor
results, Reliance - which as been public for 16 months - maintains
an appalling capital ratio of 48.9% (June 30). Mr. Davis notes
that at this level even a 10% buy back of Common Stock would still
leave a very high capital ratio of 43.8%.
In his letter, Mr. Davis also questions what Reliance's
Board of Directors are doing for shareholders. The price of the
Common Stock has remained stagnant for several months at a level
between $7.63 and $8.38. During this same period the prices for
other thrift stocks have soared. Based on Reliance's failure to
achieve any meaningful financial performance, Mr. Davis believes
there will continue to be little to no market performance of the
Common Stock.
In addition to recommending the pay out of additional
large dividends, Mr. Davis concludes his letter by advising
Reliance's Board of Directors to promptly improve its results to an
appropriate level, or allow someone else to who can.
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 4 of 7 Pages
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Item 7. MATERIALS TO BE FILED AS EXHIBITS.
The information set forth in Item 7 of the Statement is
hereby supplemented by the addition of the following:
"3. Letter dated August 15, 1997 from Jerome H. Davis to
the Board of Directors of Reliance."
Page 5 of 7 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.
8/18/97 Jerome H. Davis
Date (Signature)
8/18/97 Susan B. Davis
Date (Signature)
Page 6 of 7 Pages
Exhibit No. 3
August, 15, 1997
The Board of Directors
Reliance Bancshares
3140 South 27th Street
Milwaukee, WI 53215
Attn: O. William Held
Gentlemen:
I have reviewed your fourth quarter results for the period
ended June 30, 1997. They are abysmal.
Two cents? I can't even figure a proper P/E ratio or ROE on
such a meaningless result. No matter what your "reasons" for such
a result, it speaks loudly about management performance. You're
simply not coming close to generating a competitive return.
After 16 months as a public company, you maintain an obscene
capital ratio of 48.9% (June 30). So what if you buy back 5 or 10%
of the stock - your capital ratio (even at 10% buy back) results in
a lofty 43.8% capital ratio. What are you doing for shareholders?
The price of our stock has been stagnant for far too long - stuck
at the $7.63 to $8.38 level for many months, a period during which
prices for most other thrift stocks have soared.
Quarter after quarter you have failed to provide meaningful
financial performance and therefore there hasn't been, nor can
there be, any market performance of the stock.
Pay out additional large dividends and, either get your
numbers to where they should be and do it quickly, or give the
reins to someone who can. You owe all your shareholders nothing
less.
Very truly yours,
Jerome H. Davis
(signature)
Page 7 of 7 Pages
