<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )<F1>
United Tennessee Bancshares, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
91307P103
(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)
February 20, 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 10 Pages
<PAGE>
CUSIP No. 91307P103
_________________________________________________________________
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 71,740
Shares 8. Shared Voting
Beneficially Power 19,800*<F2>
Owned by 9. Sole Dispositive
Each Report- Power 71,740
ing Person 10. Shared Dispositive
with Power 19,800*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 91,540*<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) 6.29%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement. For purposes of
this Statement Jerome H. 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 7,300 shares of the
Company's Common Stock held in the name of his wife, Susan B.
Davis.
Page 2 of 10 Pages
<PAGE>
CUSIP No. 91307P103
_________________________________________________________________
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 7,300
Shares 8. Shared Voting
Beneficially Power 84,240*<F2>
Owned by 9. Sole Dispositive
Each Report- Power 7,300
ing Person 10. Shared Dispositive
with Power 84,240*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 91,540*<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) 6.29%
_________________________________________________________________
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), 13d-3(a)(2), and 13d-5(b)(1) under the Securities
Exchange Act of 1934, as amended, to be the beneficial owner of
64,440 shares of the Company's Common Stock held in the name of her
husband, Jerome H. Davis, and 7,300 shares of Common Stock
beneficially owned by Mr. Davis in a fiduciary capacity.
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 $1.00 per share ("Common Stock") of United Tennessee
Bancshares, Inc., a Tennessee corporation ("UTB") with its
principal executive offices located at 344 West Broadway, Newport,
Tennessee 37821.
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 UTB,
Mrs. Davis paid $73,000 for an aggregate of 7,300 shares
of Common Stock, and Mr. Davis in his capacity as the executor of
an estate (the "Estate") paid $73,000 for an aggregate of 7,300
shares of Common Stock owned by the Estate. Additionally, Mr.
Davis paid an aggregate of $906,726.00 for an aggregate of 64,440
shares of Common Stock owned by him. Mr. and Mrs. Davis also paid
an aggregate of $175,500.00 for an aggregate of 12,500 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. Excluding the Common Stock
purchase by Mr. Davis on behalf of the Estate, all shares were
purchased with personal funds of Mr. and Mrs. Davis. The shares of
Common Stock purchased on behalf of the Estate were purchased with
Estate funds.
Page 4 of 10 Pages
<PAGE>
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 UTB. 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 UTB. 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 UTB.
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 91,540 shares, representing 6.29
percent of the outstanding shares of Common Stock based on
1,454,750 shares of Common Stock disclosed by UTB as outstanding on
March 2, 1998. Of such shares, 64,440 (4.43%) are held in the name
of Mr. Davis, 7,300 (.50%) are held in the name of the Estate,
7,300 (.50%) are held in the name of Mrs. Davis and 12,500 (.86%)
are held in the name of Mr. and Mrs. Davis.
(b) (i) Subject to the matters referred to in paragraph
(a) hereof, Mr. and Mrs. Davis have shared power to vote or to
direct the vote and shared power to dispose of or to direct the
disposition of the 12,500 shares of Common Stock jointly held by
them.
(ii) Subject to the matters referred to in
paragraphs (a) and (b)(i) hereof, Mr. Davis has the sole power to
vote or to direct the vote and sole power to dispose or to direct
the disposition of the 64,440 shares of Common Stock owned by him,
and the 7,300 shares of Common Stock owned by the Estate, 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 7,300
shares of Common Stock owned by Mrs. Davis.
Page 5 of 10 Pages
<PAGE>
(iii) Subject to the matters referred to in
paragraphs (a), (b)(i)-(ii) hereof, Mrs. Davis has the sole power
to vote or to direct the vote and sole power to dispose or to
direct the disposition of the 7,300 shares of Common Stock owned by
her, 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
64,440 shares of Common Stock owned by Mr. Davis, and the 7,300
shares owned by the Estate.
(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) Of the 71,740 shares of Common Stock acquired by Mr.
Davis, 7,300 shares were purchased by Mr. Davis in his capacity as
the sole executor of the Estate. As such, the Estate has the right
to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of the 7,300 shares of Common Stock
owned by the Estate. Except for the express purposes of this
Statement, Mrs. Davis claims no direct or indirect beneficial
interest in the Common Stock owned by the Estate.
(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 UTB.
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
<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 statement is true, complete and
correct.
3/3/98 Jerome H. Davis
Date (Signature)
3/3/98 Susan B. Davis
Date (Signature)
Page 7 of 10 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transaction in the
Common Stock of United Tennessee Bancshares, Inc.
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 Davis:
1. 1/5/98 7,300 $10.00 UTB *<F4>
Jerome Davis,
as executor of
an estate:
2. 1/5/98 7,300 10.00 UTB *<F4>
Jerome Davis:
3. 1/6/98 10,000 14.125 OTC **<F5>
4. 1/6/98 1,900 13.94 OTC **<F5>
5. 1/6/98 11,000 14.00 OTC **<F5>
Mr. & Mrs. Davis
6. 1/6/98 2,500 14.00 OTC **<F5>
Jerome Davis:
7. 1/10/98 7,514 14.00 OTC **<F5>
8. 1/10/98 7,526 14.00 OTC **<F5>
9. 1/10/98 7,400 14.00 OTC **<F5>
10. 2/19/98 2,000 14.06 OTC **<F5>
__________________________________
<FN>
<F4>
* Purchased directly from United Tennessee Bancshares, Inc. in
an initial public offering pursuant to a stock subscription.
</FN>
<FN>
<F5>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and/or Mrs.
Davis, as the case may be.
</FN>
</TABLE>
Page 8 of 10 Pages
<PAGE>
<TABLE>
Additional Transactions on Schedule A
<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>
Mr. & Mrs. Davis:
11. 2/19/98 8,000 $14.00 OTC **<F5>
Jerome Davis:
12. 2/20/98 2,700 14.12 OTC **<F5>
13. 2/23/98 2,500 14.19 OTC **<F5>
14. 2/24/98 1,000 14.19 OTC **<F5>
15. 2/25/98 3,500 14.19 OTC **<F5>
16. 2/25/98 2,400 14.19 OTC **<F5>
17. 2/26/98 2,000 14.19 OTC **<F5>
18. 2/26/98 1,000 14.31 OTC **<F5>
19. 2/26/98 2,000 14.25 OTC **<F5>
Mr. & Mrs. Davis:
20. 2/26/98 2,000 14.25 OTC **<F5>
__________________________________
<FN>
<F5>
** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. and /or Mrs.
Davis.
</FN
</TABLE>
Page 9 of 10 Pages
Exhibit 1
JOINT FILING AGREEMENT
Each of the undersigned agrees that the Statement,
including amendments, on Schedule 13D relating to shares of Common
Stock of United Tennessee Bancshares, Inc. to which this Agreement
is attached is being filed on behalf of each of the undersigned.
3/3/98 Jerome H. Davis
Date (Signature)
3/3/98 Susan B. Davis
Date (Signature)
Page 10 of 10 Pages
