<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>
AMB Financial Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
001984103
(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)
January 30, 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 14 Pages
<PAGE>
CUSIP No. 001984103
_________________________________________________________________
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 15,000
Shares 8. Shared Voting
Beneficially Power 91,600*<F2>
Owned by 9. Sole Dispositive
Each Report- Power 15,000
ing Person 10. Shared Dispositive
with Power 91,600*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 106,600*<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 2 of 14 Pages
<PAGE>
CUSIP No. 001984103
_________________________________________________________________
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 106,600*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 106,600*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 106,600*<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) 9.98%
_________________________________________________________________
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 15,000 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 14 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 AMB
Financial, Corp., a Delaware corporation ("AMB Financial"),
as submitted for filing with the Securities and Exchange
Commission on April 1, 1996.
This Amendment No. 1 sets forth, in its entirety, the
information contained in Mr. Davis' Statement with regard to the
Common Stock of AMB Financial, 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 below was disclosed in Item 1
of the original Statement, 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 AMB
Financial Corp., a Delaware corporation ("AMB Financial")
with its principal executive offices located at 8230 Hohman
Avenue, Munster, Indiana 46321."
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 14 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
AMB Financial, Mrs. Davis paid $100,000.00 for an aggregate
of 10,000 shares of Common Stock. Additionally, Mr. Davis
paid an aggregate of $158,437.50 for an aggregate of 15,000
shares of Common Stock owned by him. Mr. and Mrs. Davis
also paid an aggregate of $916,218.75 for an aggregate of
87,000 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. Item 3 of the Statement is hereby further
supplemented by the addition of the following information:
"Following her acquisition of 10,000 shares of Common
Stock pursuant to a stock subscription, Mrs. Davis
transferred such shares to a joint account maintained by her
and Mr. Davis."
Page 5 of 14 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 AMB Financial. Based
on Mr. Davis' review of AMB Financial's December quarterly
results, Mr. and Mrs. Davis now believe that AMB Financial
must implement several measures to enhance shareholder
value. Such measures along with Mr. Davis' several concerns
regarding AMB Financial's recent financial performance are
discussed in his January 30, 1997 letter to each member of
its Board of Directors. A copy of Mr. Davis' letter to
Clement B. Knapp, Jr., Chairman of AMB Financial's Board of
Directors, is attached hereto as Exhibit No. 2.
In his letter, Mr. Davis states his belief that the
directors of AMB Financial must take prompt action to
enhance shareholder value since its recent financial
performance will not otherwise support any increase in the
price of the Common Stock.
Mr. Davis advises AMB Financial's directors to
implement the following measures: i) substantially reduce
expenses, ii) repurchase additional shares at prices up to
100% of book value ($14.21), iii) declare a large special
dividend (taxable or otherwise), and iv) seek a merger with
a financial institution, which will reward shareholders with
a sale price much higher than what they can obtain based on
AMB Financial's recent performance.
As indicated, Mr. Davis proposals are in direct
response to AMB Financial's substandard performance as
evidenced in its recent December quarterly results. Such
results reveal the following:
1) LOW RATE OF EARNINGS. AMB Financial's poor
earnings of only $173,000 net would be even worse at
$138,000 net, if the 2 non-recurring income items of $27,000
each (before tax) are excluded. This reflects earnings of
just $.13 per share and an annual rate of $.52 (core). At
this rate, the Common Stock trades at a very rich 25 times
earning. By this measure the price of the Common Stock will
not rise, and may even materially decrease.
2) POOR RETURN ON EQUITY. AMB Financial's return on
equity remains low at the 4-5% level. At this level, the
price of the Common Stock will not increase.
Page 6 of 14 Pages
<PAGE>
3) BOOK VALUE. The Common Stock no longer trades
"cheap" to book value. The book value per share of $14.21
is below the same per share figure (pro-forma) at March 31,
1996 of $14.36. Moreover, the current book value per share
is lower that the book value per share of $14.48 at December
31, 1996, even though there are less shares outstanding.
Mr. Davis questions where AMB Financial's equity is going.
4) HIGH EXPENSES. AMB Financial's expenses are
exorbitant at 3.17% when annualized for the quarter ending
December 31, 1996. This is the highest in the past four
quarters.
5) HIGH EFFICIENCY RATIO. AMB Financial's efficiency
ratio is extremely high at 72%, and up from 65% at September
30, 1996 and 66% at June 30 ,1996.
6) CAPITAL RATIO. AMB Financial maintains an
excessive capital ratio of 17.6%. Mr. Davis advises that
this capital should be returned to AMB Financial's
shareholders to significantly improve its ROE, to reward
shareholders with cash for reinvestment, and to materially
improve the profile of AMB Financial to a potential
acquiror.
Mr. Davis concludes his letter by reiterating his
recommendations to AMB Financial to reduce expenses,
repurchase stock and declare a large special dividend now.
If AMB Financial's ROE and earnings continue to lag after
these measures are implemented, it should explore strategic
alternative in accordance with its fiduciary duty to its
shareholders.
Mr. Davis plans to engage in further communications and
discussions with AMB Financial's Board of Directors, and
management 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. 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 acquired."
Page 7 of 14 Pages
<PAGE>
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 106,600 shares,
representing 9.98 percent of the outstanding shares of
Common Stock based on 1,067,919 shares of Common Stock
disclosed by AMB Financial as outstanding on January 30,
1997. Of such shares, 15,000 (1.40%) are held in the name
of Mr. Davis, and 91,600 (8.58%) are held in the name of Mr.
and Mrs. Davis.
(b) (i) Subject to the matters referred to in
paragraph (a) hereof, Mr. Davis has sole power to vote or
direct the vote and sole power to dispose or direct the
disposition of the 15,000 shares of Common Stock owned by
him, and shared power to vote or direct the vote and shared
power to dispose or direct the disposition of the 91,600
shares of Common Stock jointly owned by him and Mrs. Davis.
(ii) Subject to the matters referred to in
paragraphs (a) and (b)(i) hereof, Mrs. Davis has shared
power to vote or direct the vote and shared power to dispose
or direct the disposition of the 91,600 shares of Common
Stock jointly owned by her and Mr. Davis, and may be deemed
to have shared power to vote or direct the vote and shared
power to dispose or direct the disposition of the 15,000
shares of Common Stock owned by Mr. Davis.
(c) A description of all transactions in the shares of
Common Stock which have been effected jointly and/or
separately by Mr. and Mrs. Davis is set forth in Schedule A
attached hereto and is incorporated herein by reference.
(d) and (e) - Not applicable."
Page 8 of 14 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 AMB
Financial."
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 January 30, 1997 from Jerome H. Davis
to Clement B. Knapp, Jr., Chairman of the Board of Directors
of AMB Financial. Identical letters were also sent all of
AMB Financial's other directors."
Page 9 of 14 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.
1/31/97 Jerome H. Davis
Date (Signature)
1/31/97 Susan B. Davis
Date (Signature)
Page 10 of 14 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of AMB Financial Corp. 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>
Susan D. Davis:
1. 4/1/96 10,000 $10.00 AMB Stock
Fin'l Subsc-
Corp. ription
Jerome H. Davis:
2. 4/1/96 15,000 10.5625 OTC **<F4>
Mr. and Mrs. Davis:
3. 4/1/96 20,000 10.50 OTC **<F4>
4. 4/1/96 23,500 10.50 OTC **<F4>
5. 4/1/96 24,000 10.5625 OTC **<F4>
6. 4/1/96 19,500 10.5625 OTC **<F4>
7. 1/30/97 (5,400) 13.25 OTC **<F4>
__________________________________
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and/or
Mrs. Davis.
</FN
</TABLE>
The transaction listed in No. 7 has not been previously
reported on Schedule A. In addition the shares of Common Stock
acquired by Mrs. Davis and as listed in No. 1 of Schedule A were
transferred to a joint account maintained by her and Mr. Davis
following such acquisition.
Page 11 of 14 Pages
Exhibit No. 2
January 30, 1997
The Board of Directors
AMB Financial Corp.
8230 Hohman Avenue
Munster, IN 46321
Attn: Clement B. Knapp, Jr.
Gentlemen:
I have reviewed our company's December quarterly results,
contained in your January 28th news release. I trust you are
unhappy with these results - I know I am.
The board needs to take action to enhance the value of our
investment inasmuch as the financial results do not bode further
share-price enhancement.
The actions the board needs to take now are:
A.) substantial reduction in expenses;
B.) additional share repurchases at prices up to 100% of the
book value ($14.21);
C.) declaration of a large special dividend (taxable or
otherwise);
D.) seek a merger with a financial institution that will pay
handsomely for the franchise and the deposits and thus reward
shareholders with a sale price much higher than present company
performance would warrant or make attainable in the foreseeable
future.
Let's review the December Quarter.
I. EARNINGS:
They are poor, at only $173,000 net. In fact, without
the 2 non-recurring income items of $27,000 each (before tax), they
would be even worse, at only $138,000 net after tax. That is only
13 cents per share! At that rate of $.52 (core), annually, our
stock now trades at a very rich 25 times earnings. The stock price
Page 12 of 14 Pages
<PAGE>
The Board of Directors
AMB Financial Corp.
January 30, 1997
Page 2
will not rise further by this measure, and it could easily fall
materially.
II. RETURN ON EQUITY:
This remains extremely low at the 4-5% level, and does
not warrant any further price increase in our stock.
III. BOOK VALUE:
Our stock no longer trades "cheap" to book and therefore
stock price will not be lifted by this measure either. In fact
book value per share ($14.21) is below the per share figure
(pro-forma) at 3/31/96 ($14.36). Furthermore, today's book value
is
lower than 12/31/96 book value of $14.48 per share, even on less
shares outstanding. Where is the equity going?
IV. EXPENSES:
They are exorbitant, at 3.17% of assets annualized, for
the quarter ended 12/31/96. That is the highest they have been
over the past 4 quarters.
V. EFFICIENCY RATIO:
Very bad, at 72%, up from 65% at 9/30/96 and 66% at
6/30/96.
VI. CAPITAL RATIO:
Excessive, at 17.6%. Return this capital to
shareholders, to greatly improve your ROE, to reward shareholders
with cash for reinvestment, and to materially improve the profile
of our company to a potential acquiror in the future.
Page 13 of 14 Pages
<PAGE>
The Board of Directors
AMB Financial Corp.
January 30, 1997
Page 3
Our company needs work and a lot of it, and quickly. It
has to be made as right as possible on a stand-alone basis by
reducing expenses, buying back its stock, and declaring a large
dividend. If after instituting all these measures, ROE and
earnings continue to lag, I trust you will exercise full fiduciary
duty, and explore strategic alternatives.
I welcome your comments.
Very truly yours,
Jerome H. Davis
(signature)
Page 14 of 14 Pages
