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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
August 15, 1996
(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 / /.
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class). (See Rule 13d-7.)
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.
*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 ("Act") 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).
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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 64,700* <F1>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 64,700* <F1>
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 64,700* <F1>
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) 9.98%
14. Type of Reporting Person IN
(See Instructions)
<F1>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 9 Pages
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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 64,700* <F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 64,700* <F2>
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 64,700* <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) 9.98%
14. Type of Reporting Person IN
(See Instructions)
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 9 Pages
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The Statement on Schedule 13D (the "Statement") of Jerome
H. Davis, with respect to the Common Stock, par value $.01 per
share (the "Common Stock"), of Algiers Bancorp, Inc., a Louisiana
corporation (the "Company") 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:
"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%.
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.
Page 4 of 9 Pages
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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."
Item 7. Materials to be filed as Exhibits.
Item 7 of the Statement is hereby supplemented by the
addition of the following:
"2. Letter dated November 15, 1996 from Jerome H. Davis
to the Board of Directors of Algiers Bancorp, Inc."
Page 5 of 9 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.
11/18/96 Jerome H. Davis
Date (Signature)
11/18/96 Susan B. Davis
Date (Signature)
Page 6 of 9 Pages
November 15, 1996
VIA FEDERAL EXPRESS
Board of Directors
Algiers Bancorp, Inc.
1 Westbank Expressway
New Orleans, Louisiana 70114
Gentlemen:
As an owner of 9.9% of the company, I am
writing you with my present concerns. You are not doing
nearly enough to enhance shareholder value.
I have reviewed your September quarter press
release and have backed-out the SAIF charge. All my
comments refer therefore to your core rate of operations.
I. Declining Deposits.
At 3/30/96 your deposits were 39.2 million, but
only 37.4 million at 9/30. You are not building value by
going in the wrong direction.
II. Rate of Earnings.
Ex the SAIF charge, you earned about $100,000
net after tax for the September Quarter. This rate is
only $.15 per share, a paltry $.60 per share,
annualized.
Our stock trades at $11.50 per share, a very rich PE
multiple of 19.2 times. Our stock price won't go higher
by this measure.
III. Return on Equity.
Your present book value per share is $15.05.
At a $.60 earnings rate, your ROE is a pitiful 4.0%. Our
stock will not ho higher by this measure either.
IV. Dividend Rate.
You have a 20.5% capital ratio now. Your
paltry $.09 quarterly dividend is inadequate in view of
so much capital. Also, I have made you aware of dozens
of thrifts that have paid special dividends: from $3.00
Page 7 of 9 Pages
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Algiers Bancorp, Inc.
November 15, 1996
Page 2
to $10.00 per share. I want to see this action taken by
our company, as well, at the earliest opportunity. (See
Trident article enclosed) Have you made any agreement
with your regulators not to pay special dividends for at
least one year?
V. Lack of Share Repurchase.
Our stock trades at only 76% of book. This
makes share-repurchase a no-brainer, as you must know.
Your six months is up in January of 1997. I expect to
see substantial share repurchase at that time.
If you cannot triple, at least, the paltry 4%
return on equity, I urge you to explore the strategic
alternative to merge Algiers with a larger financial
institution. Shareholders deserve nothing less. I
estimate the present value of our company to an acquiror
today, to be $17.70. This is a substantial 54% over
today's stock price. I expect you to provide such reward
to shareholders.
I ask for your thoughts/comments on these
matters. Also, at 9/30, what were the total NPA's
(including REO)?
Sincerely,
Jerome H. Davis
(Signature)
cc: Hugh E. Humphrey, Jr.
President/CEO
Thu Dang,
Director
John H. Gary,
Director
Hugh E. Humphrey, III
Director/Secretary/Treasurer
Eugene J. LeBoeuf
Director/VP
Page 8 of 9 Pages
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Algiers Bancorp, Inc.
November 15, 1996
Page 3
This page contains a copy of an article
published by Trident Securities, Inc. on October 29, 1996
and contained in its investment bankers trade circular
(Vol. 1, No. 3).
Page 9 of 9 Pages
