<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 6)<F1>
WHG Bancshares Corporation
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
928949106
(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)
July 13, 1998
(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 8 Pages
<PAGE>
CUSIP No. 928949106
_________________________________________________________________
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 91,048*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 91,048*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 91,048*<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) 6.22%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 8 Pages
<PAGE>
CUSIP No. 928949106
_________________________________________________________________
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 91,048*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 91,048*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 91,048*<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) 6.22%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 8 Pages
<PAGE>
The Statement on Schedule 13D (this "Statement") of
Jerome H. Davis with respect to the Common Stock, par value $.10
per share ("Common Stock") of WHG Bancshares Corporation, a
Maryland corporation ("WHG"), 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 information:
""On July 13, 1998, Mr. Davis wrote to WHG's Board of
Directors to restate his belief that WHG should return a portion of
its excess capital to its shareholders by declaring a special
dividend. As Mr. Davis has publicly stated this will properly
reward shareholders for their investment, improve the price of the
Common Stock (net of payment) and make WHG's balance sheet more
attractive. In his letter, Mr. Davis states his belief that WHG's
apparent determination to ignore sound and realistic ways to
enhance shareholder value is inexcusable. He believes that such
inaction can be deemed nothing less than recklessness and gross
negligence. For over a year the price of WHG's stock has stagnated
at the same price in an otherwise burgeoning market.
Mr. Davis believes that the failed efforts by WHG's Board
of Directors to properly manage WHG is of interest to all of its
shareholders. In his letter, he requests that WHG permit him or
his agent to inspect WHG's stock ledger so that he may identify
other shareholders with whom he can discuss and share views
regarding WHG's financial condition and management performance. As
referenced in his letter, Mr. Davis' request is stated as a Demand
by Stockholders to Inspect Stock Ledgers or List of Stockholders of
WHG, in accordance with applicable provisions of the Maryland
General Corporation Law.
Mr. Davis plans to engage in communications and
discussions with other shareholders of WHG solely for the stated
purpose described above. The views to be expressed by Mr. Davis
may include commenting on the consistent failure of WHG's
management to utilize WHG's excess capital and declare a special
dividend. Mr. and Mrs. Davis have no plans to communicate with any
shareholder of WHG or other person in order to form an agreement to
act together for the purpose of acquiring, holding, voting or
disposing of Common Stock of WHG.
Page 4 of 8 Pages
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Except for the above described purpose, 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,
provided 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 information:
"5. Letter dated July 13, 1998 from Jerome H. Davis
to the Board of Directors of WHG Bancshares Corporation, Attn: John
E. Lufburrow (without enclosures).
Page 5 of 8 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.
7/15/98 Jerome H. Davis
Date (Signature)
7/15/98 Susan B. Davis
Date (Signature)
Page 6 of 8 Pages
Exhibit No. 5
July 13, 1998
The Board of Directors
WHG Bancshares
1505 York Road
Lutherville, MD 21093
Attn: John E. Lufburrow,
Chairman of the Board
Dear Mr. Lufburrow:
Since early last year, I have written to you on several
occasions concerning the continuing deplorable financial condition
of our Company. I have repeatedly advised that the Company's
excess capital should be returned to shareholders through
declaration of a large special dividend. This will properly reward
shareholders for their investment, improve the price of our stock
(net of payment), and make the Company's balance sheet more
attractive. Your refusal to implement this viable measure to
enhance share value and improve the financial state of our Company
is inconsistent with your fiduciary obligations to the Company's
shareholders. You are abusing the discretion which you enjoy to
manage their investment.
Your apparent determination to ignore sound and realistic ways
to enhance shareholder value is inexcusable. This is not an area
where there can be varying points of view which you have the
discretion as a board to resolve: there is only one answer here
which your ignoring can be deemed as nothing less than recklessness
and gross negligence. The Company's shareholders will look to hold
you responsible for the financial injury which they have and will
likely incur as a result of your inaction - the stock has stagnated
at the same price for over a year in an otherwise burgeoning
market.
I believe that your failed efforts to properly manage the
Company is of interest to all of the Company's shareholders. I
respectfully request that you permit me or my agent to inspect the
Company's stock ledger to identify other shareholders with whom I
can discuss and share views regarding the Company's financial
condition and management performance. In this regard, I have
enclosed the following:
1. Demand for Stockholder List;
2. Supporting Affidavit; and
Page 7 of 8 Pages
<PAGE>
Board of Directors
November 3, 1996
Page 2
3. Powers of Attorney pursuant to which I and Mrs.
Davis, respectively, authorize Davis J. Harris, Esq. to act as our
agent with regard to the inspection of the Company's list of
stockholders.
Please contact my attorney, David M. Perlmutter, Esq. at
(212) 986-4900 at your earliest convenience to confirm that Mr.
Harris will be permitted to inspect the Company's stockholder list
and related information on the requested date. As an alternative
to the scheduled inspection, I would be happy to receive by mail a
list of the Company's stockholders setting forth the names,
addresses, phone numbers, and stock holdings of each of the
Company's stockholders.
Very truly yours,
Jerome H. Davis
Page 8 of 8 Pages
