-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gi6q3BiamYBnBuEVpJipl+/J3p79sgQxafQuR83shz1TPzvBFwNrQwHsH/2QRLbd uUcBjGfz7edw+DyYeVzehw== 0000904211-98-000003.txt : 19980306 0000904211-98-000003.hdr.sgml : 19980306 ACCESSION NUMBER: 0000904211-98-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980305 SROS: NASD GROUP MEMBERS: DAVIS JEROME H GROUP MEMBERS: SUSAN B. DAVIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED TENNESSEE BANKSHARES INC CENTRAL INDEX KEY: 0001045689 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 620309135 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53331 FILM NUMBER: 98557777 BUSINESS ADDRESS: STREET 1: 344 BROADWAY CITY: NEWPORT STATE: TN ZIP: 37821-0249 BUSINESS PHONE: 4236236088 MAIL ADDRESS: STREET 1: 344 BROADWAY CITY: NEWPORT STATE: TN ZIP: 37821-0249 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS JEROME H CENTRAL INDEX KEY: 0000904211 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 103309811 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 11 BALDWIN FARMS NORTH CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2036221177 MAIL ADDRESS: STREET 1: 11 BALDWIN FARMS NORTH CITY: GREENWICH STATE: CT ZIP: 06831 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. ) 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) _________________________ 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 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* Owned by 9. Sole Dispositive Each Report- Power 71,740 ing Person 10. Shared Dispositive with Power 19,800* _________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 91,540* _________________________________________________________________ 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) _________________________________________________________________ * 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 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* Owned by 9. Sole Dispositive Each Report- Power 7,300 ing Person 10. Shared Dispositive with Power 84,240* _________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 91,540* _________________________________________________________________ 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) _________________________________________________________________ * 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 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 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 (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 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 Schedule A Information with Respect to Transaction in the Common Stock of United Tennessee Bancshares, Inc. By Jerome H. Davis and Susan B. Davis
Date of No. of Shrs Price Per Shr Where How Transa- Purchased (excl. commis- Trans- Trans- tion (Sold) sions) acted acted Susan Davis: 1. 1/5/98 7,300 $10.00 UTB * Jerome Davis, as executor of an estate: 2. 1/5/98 7,300 10.00 UTB * Jerome Davis: 3. 1/6/98 10,000 14.125 OTC ** 4. 1/6/98 1,900 13.94 OTC ** 5. 1/6/98 11,000 14.00 OTC ** Mr. & Mrs. Davis 6. 1/6/98 2,500 14.00 OTC ** Jerome Davis: 7. 1/10/98 7,514 14.00 OTC ** 8. 1/10/98 7,526 14.00 OTC ** 9. 1/10/98 7,400 14.00 OTC ** 10. 2/19/98 2,000 14.06 OTC ** __________________________________ * Purchased directly from United Tennessee Bancshares, Inc. in an initial public offering pursuant to a stock subscription. ** 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.
Page 8 of 10 Pages Additional Transactions on Schedule A
Date of No. of Shrs Price Per Shr Where How Transa- Purchased (excl. commis- Trans- Trans- tion (Sold) sions) acted acted Mr. & Mrs. Davis: 11. 2/19/98 8,000 $14.00 OTC ** Jerome Davis: 12. 2/20/98 2,700 14.12 OTC ** 13. 2/23/98 2,500 14.19 OTC ** 14. 2/24/98 1,000 14.19 OTC ** 15. 2/25/98 3,500 14.19 OTC ** 16. 2/25/98 2,400 14.19 OTC ** 17. 2/26/98 2,000 14.19 OTC ** 18. 2/26/98 1,000 14.31 OTC ** 19. 2/26/98 2,000 14.25 OTC ** Mr. & Mrs. Davis: 20. 2/26/98 2,000 14.25 OTC ** __________________________________ ** Transaction effected in the over-the-counter market ("OTC") through a standard brokerage account maintained by Mr. and /or Mrs. Davis. Page 9 of 10 Pages EX-99 2 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 -----END PRIVACY-ENHANCED MESSAGE-----