<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PS Financial, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
74437V 10 9
(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)
December 3, 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 /X/.
(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).
Page 1 of 10 Pages
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CUSIP No. 74437V 10 9
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 136,200
Shares 8. Shared Voting
Beneficially Power 79,000*<F1>
Owned by 9. Sole Dispositive
Each Report- Power 136,200
ing Person 10. Shared Dispositive
with Power 79,000*<F1>
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 215,200*<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) 9.86%
14. Type of Reporting Person IN
(See Instructions)
<F1>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 10 Pages
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CUSIP No. 74437V 10 9
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 215,200*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 215,200*<F2>
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 215,200*<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) 9.86%
14. Type of Reporting Person IN
(See Instructions)
<F2>
* 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 136,200 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 10 Pages
<PAGE>
Item 1. Security and Issuer.
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 PS Financial, Inc., a
Delaware corporation (the "Company") with its principal executive
offices located at 4800 South Pulaski Road, Chicago, Illinois
60632.
Item 2. Identity and Background.
(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).
(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.
Pursuant to a stock subscription for Common Stock of the
Company, Mrs. Davis paid $190,000.00 for an aggregate of 19,000
shares of Common Stock. Following Mrs. Davis's purchase of such
Common Stock, she transferred it to a joint account maintained by
her and Mr. Davis. In addition, Mr. Davis paid an aggregate of
$1,590,637.50 for an aggregate of 136,200 shares of Common Stock
owned by him, and Mr. and Mrs. Davis together paid an aggregate of
$709,067.50 for an aggregate of 60,000 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.
Page 4 of 10 Pages
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Item 4. Purpose of Transaction.
Mr. and Mrs. Davis have acquired the shares of Common
Stock for investment and not with the purpose of changing or
influencing the control of the Company. Consistent with this
purpose, Mr. Davis routinely monitors the performance of companies
in which he and Mrs. Davis invest through the review of their
periodic financial statements and reports and intends to do so with
regard to the Company. In connection therewith, Mr. Davis
sometimes engages in oral and written communications with the
officers of a company to discuss his views on its performance.
Such communications may include suggestions regarding ways to
enhance company performance and increase shareholder value. To the
extent he deems appropriate, Mr. Davis may engage in such
communications with the officers of the Company.
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) 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 215,200 shares, representing 9.86
percent of the outstanding shares of Common Stock based on
2,182,125 shares of Common Stock disclosed by the Company as
outstanding on December 6, 1996. Of such shares, 136,200 (6.24%)
are held in the name of Mr. Davis, and 79,000 (3.62%) 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 136,200
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 79,000 shares of Common Stock jointly owned by
him and Mrs. Davis.
(ii) Subject to the matter referred to in paragraphs
(a) and (b)(i) hereof, Mrs. Davis has shared power to vote or to
direct the vote and shared power to dispose or direct the
disposition of the 79,000 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 136,200 shares of Common Stock owned by Mr.
Davis.
Page 5 of 10 Pages
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(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.
Item 6. Contracts, Arrangements, Undertakings or Relationships
With Respect to Securities of the Issuer.
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.
1. Joint Filing Agreement between Jerome H. Davis and
Susan B. Davis.
Page 6 of 10 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 statement is true, complete and
correct.
12/9/96 Jerome H. Davis
Date (Signature)
12/9/96 Susan B. Davis
Date (Signature)
Page 7 of 10 Pages
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<TABLE>
Schedule A
Information with Respect to Transactions
in the Common Stock of PS Financial, Inc.
By Jerome H. Davis and Susan B. Davis
<CAPTION>
Date of Number of Shares Price Per Share Where
How
Transaction Purchased (Sold) (excluding commissions) Transacted
Transacted
<S> <C> <C> <C>
<C>
Susan Davis:
1. November 15, 1996 19,000 $10.00 PS Fin'l, Inc.
*<F3>
Jerome Davis:
2. November 27, 1996 6,800 11.625 OTC
**<F4>
3. November 27, 1996 10,000 11.75 OTC
**<F4>
4. November 27, 1996 10,000 11.75 OTC
**<F4>
5. November 27, 1996 1,000 11.625 OTC
**<F4>
6. December 2, 1996 5,000 11.75 OTC
**<F4>
7. December 3, 1996 40,000 11.5625 OTC
**<F4>
8. December 3, 1996 5,000 11.625 OTC
**<F4>
9. December 5, 1996 5,400 11.625 OTC
**<F4>
<FN>
<F3>
* Purchased directly from PS Financial, Inc. in an initial public offering pursuant to a
stock subscription by Mrs. Davis, and thereafter transferred to a joint account
maintained by Mr. and Mrs. Davis.
</FN>
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC") through a standard
brokerage
account maintained by Mr. Davis.
</FN>
</TABLE>
Page 8 of 10 Pages
<PAGE>
<TABLE>
Additional Transactions on Schedule A
<CAPTION>
Date of Number of Shares Price Per Share Where
How
Transaction Purchased (Sold) (excluding commissions) Transacted
Transacted
<S> <C> <C> <C>
<C>
10. December 5, 1996 15,000 11.6875 OTC
**<F4>
11. December 5, 1996 5,000 11.625 OTC
**<F4>
12. December 5, 1996 20,000 11.875 OTC
**<F4>
13. December 5, 1996 3,000 11.875 OTC
**<F4>
14. December 6, 1996 10,000 11.625 OTC
**<F4>
Mr. and Mrs. Davis:
15. November 27, 1996 5,000 11.625 OTC
***<F5>
16. November 27, 1996 10,000 11.75 OTC
***<F5>
17. December 4, 1996 10,000 11.6875 OTC
***<F5>
18. December 5, 1996 10,000 11.875 OTC
***<F5>
19. December 5, 1996 5,000 11.875 OTC
***<F5>
20. December 5, 1996 5,500 11.875 OTC
***<F5>
21. December 5, 1996 14,500 11.94 OTC
***<F5>
<FN>
<F4>
** Transaction effected in the over-the-counter market ("OTC") through a standard
brokerage
account ("Account") maintained by Mr. Davis.
</FN>
<FN>
<F5>
*** Transaction effected in the OTC through an Account maintained by Mr. and Mrs. Davis.
</FN>
</TABLE>
Page 9 of 10 Pages
JOINT FILING AGREEMENT
Each of the undersigned agrees that the Statement,
including amendments, on Schedule 13D relating to shares of Common
Stock of PS Financial, Inc. to which this
Agreement is attached is being filed on behalf of each of the
undersigned.
12/9/96 Jerome H. Davis
Date (Signature)
12/9/96 Susan B. Davis
Date (Signature)
Page 10 of 10 Pages
