-----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, F4wDgsyjfGIDWcFNuJSNL6fqgRGCgFNU65Zs8dMGlyV3kbfiruV6U3UXRKzUK/63 zRT7SeJ3Qh0U0HmOZHosZA== 0000904280-00-000027.txt : 20000214 0000904280-00-000027.hdr.sgml : 20000214 ACCESSION NUMBER: 0000904280-00-000027 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 GROUP MEMBERS: 1ST STATE BANCORP INC EMPLOYEE STOCK OWNERSHIP PLAN TRUST GROUP MEMBERS: JAMES G. MCCLURE GROUP MEMBERS: RICHARD H. SHIRLEY GROUP MEMBERS: VIRGIL L. STADLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 1ST STATE BANCORP INC CENTRAL INDEX KEY: 0001074078 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 562130744 STATE OF INCORPORATION: VA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56219 FILM NUMBER: 535149 BUSINESS ADDRESS: STREET 1: 445 S MAIN ST CITY: BURLINGTON STATE: NC ZIP: 27215 BUSINESS PHONE: 3362278861 MAIL ADDRESS: STREET 1: 445 S MAIN ST STREET 2: C/O 1ST STATE BANCORP INC CITY: BURLINGTON STATE: NC ZIP: 27215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 1ST STATE BANCORP INC EMPLOYEE STOCK OWNERSHIP PLAN TRUST CENTRAL INDEX KEY: 0001105865 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 562155141 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 445 S MAIN ST CITY: BURLINGTON STATE: NC ZIP: 27215 BUSINESS PHONE: 3362278861 MAIL ADDRESS: STREET 1: 445 S MAIN ST CITY: BURLINGTON STATE: NC ZIP: 27215 SC 13G 1 SCHEDULE 13G FOR 2000 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. __) * 1ST STATE BANCORP, INC. - ---------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ---------------------------------------------------------------- (Title of Class of Securities) 33645S 10 0 ---------------------------------- (CUSIP Number) N/A - ---------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amend- ment containing information which would alter the disclosures provided in a prior cover page. The information required in 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 8 pages CUSIP NO. 33645S 10 0 13G PAGE 2 of 8 PAGES 1 NAME OF REPORTING PERSONS: 1st State Bancorp, Inc. Employee Stock Ownership Plan Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 56-2155141 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of North Carolina NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 253,050 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 253,050 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 253,050 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.0% 12 TYPE OF REPORTING PERSON* EP * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 33645S 10 0 13G PAGE 3 of 8 PAGES 1 NAME OF REPORTING PERSONS: Richard H. Shirley I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 29,294 6 SHARED VOTING POWER 388,414 7 SOLE DISPOSITIVE POWER 29,294 8 SHARED DISPOSITIVE POWER 388,414 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 417,708 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.21% 12 TYPE OF REPORTING PERSON * IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 33645S 10 0 13G PAGE 4 of 8 PAGES 1 NAME OF REPORTING PERSONS: James G. McClure I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 10,566 6 SHARED VOTING POWER 422,423 7 SOLE DISPOSITIVE POWER 10,566 8 SHARED DISPOSITIVE POWER 422,423 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 432,989 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.69% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 33645S 10 0 13G PAGE 5 OF 8 PAGES 1 NAME OF REPORTING PERSONS: Virgil L. Stadler I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 45,855 6 SHARED VOTING POWER 396,174 7 SOLE DISPOSITIVE POWER 45,855 8 SHARED DISPOSITIVE POWER 396,174 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 442,029 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.97% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 6 OF 8 PAGES ITEM 1(a). NAME OF ISSUER: 1st State Bancorp, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 445 S. Main Street Burlington, North Carolina 27215 ITEM 2(a). NAME OF PERSON(S) FILING: 1st State Bancorp, Inc. Employee Stock Ownership Plan ("ESOP"), and the following individuals who serve as its trustees: Richard H. Shirley, James G. McClure and Virgil L. Stadler. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: Same as Item 1(b). ITEM 2(c). CITIZENSHIP: See Row 4 of the second part of the cover page provided for each reporting person. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share. ITEM 2(e). CUSIP NUMBER: See the upper left corner of the second part of the cover page provided for each reporting person. ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (f) [x] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); If this statement if filed pursuant to Rule 13d-1(c), check this box [x] Items (a), (b), (c), (d), (e), (g), (h), (i), and (j) are not applicable. This Schedule 13G is being filed on behalf of the ESOP identified in Item 2(a), filing under the Item 3(f) classification, and by each trustee of the trust established pursuant to the ESOP, filing pursuant to Rule 13d-1(c) and applicable SEC no-action letters. PAGE 7 OF 8 PAGES ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: See Row 9 of the second part of the cover page provided for each reporting person. (b) Percent of Class: See Row 11 of the second part of the cover page provided for each reporting person. (c) See Rows 5, 6, 7, and 8 of the second part of the cover page provided for each reporting person. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. The ESOP Committee has the power to determine whether dividends on allocated shares that are paid to the ESOP trust are distributed to participants or are used to repay the ESOP loan. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below, each signatory in the capacity of an ESOP trustee certifies that, to the best of his knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. By signing below, each signatory in his individual capacity certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. PAGE 8 OF 8 PAGES SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 1ST STATE BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN TRUST By Its Trustees: By: /s/ Richard H. Shirley February 11, 2000 ------------------------------ ----------------- Richard H. Shirley, as Trustee Date By: /s/ James G. McClure February 11, 2000 ------------------------------ ----------------- James G. McClure, as Trustee Date By: /s/ Virgil L. Stadler February 11, 2000 ------------------------------ ----------------- Virgil L. Stadler, as Trustee Date /s/ Richard H. Shirley February 11, 2000 - ---------------------------------------- ----------------- Richard H. Shirley, as an Individual Stockholder /s/ James G. McClure February 11, 2000 - ---------------------------------------- ----------------- James G. McClure, as an Individual Stockholder /s/ Virgil L. Stadler February 11, 2000 - ---------------------------------------- ----------------- Virgil L. Stadler, as an Individual Stockholder -----END PRIVACY-ENHANCED MESSAGE-----