-----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, AViAP/ScvlHVTCPiyGZrjrcMI1V0okqWchdHzQp5YVr4eqjjJ9xmRJrFt9sbVCRu emxO+PJsVCkRBejfjDWizw== 0000904280-99-000165.txt : 19990430 0000904280-99-000165.hdr.sgml : 19990430 ACCESSION NUMBER: 0000904280-99-000165 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990429 GROUP MEMBERS: 1ST STATE BANK FOUNDATION INC GROUP MEMBERS: 1ST STATE BANK FOUNDATION, INC. GROUP MEMBERS: JAMES A. BARNWELL, JR. GROUP MEMBERS: JAMES C. MCGILL GROUP MEMBERS: RICHARD C. KEZIAH 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: 99604209 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 BANK FOUNDATION INC CENTRAL INDEX KEY: 0001083930 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NC 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 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) APRIL 23, 1999 - ---------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] 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. 336545S 10 0 13G PAGE 2 of 8 PAGES 1 NAME OF REPORTING PERSONS: 1st State Bank Foundation, Inc. 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 State of North Carolina NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 187,500 (1) 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 187,500 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 187,500 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% 12 TYPE OF REPORTING PERSON CO (1) All shares must be voted in the same ratio as all other shares of the issuer's common stock are voted. CUSIP NO. 336545S 10 0 13G PAGE 3 of 8 PAGES 1 NAME OF REPORTING PERSONS: James A. Barnwell, Jr. 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 43,750 (1) 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 43,750 (1) 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,750 (1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6% 12 TYPE OF REPORTING PERSON IN (1) Aggregate number of shares does not include 253,050 shares owned by 1st State Bancorp, Inc.'s (the "Company") Employee Stock Ownership Plan or 132,776 shares owned by 1st State Bank's (the "Bank") Deferred Compensation Plan (collectively the "Plans"). The person listed in Item 1 is a director of the Company and the Bank, and may have voting power over the shares owned by the Plans in certain limited circumstances. CUSIP NO. 33645S 10 0 13G PAGE 4 of 8 PAGES 1 NAME OF REPORTING PERSONS: Richard C. Keziah 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 51,731 (1) 6 SHARED VOTING POWER 1,394 7 SOLE DISPOSITIVE POWER 51,731 (1) 8 SHARED DISPOSITIVE POWER 1,394 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,125 (1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.7% 12 TYPE OF REPORTING PERSON IN (1) Aggregate number of shares does not include 253,050 shares owned by the Company's Employee Stock Ownership Plan or 132,776 shares owned by the Bank's Deferred Compensation Plan. The person listed in Item 1 is a director of the Company and the Bank, and may have voting power over the shares owned by the Plans in certain limited circumstances. CUSIP NO. 33645S 10 0 13G PAGE 5 OF 8 PAGES 1 NAME OF REPORTING PERSONS: James C. McGill 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 21,854 (1) 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,854 (2) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7% 12 TYPE OF REPORTING PERSON IN (1) Shares owned by Profit Sharing Plan. (2) Aggregate number of shares does not include 253,050 shares owned by the Company's Employee Stock Ownership Plan or 132,776 shares owned by the Bank's Deferred Compensation Plan. The person listed in Item 1 is a director of the Company and the Bank, and may have voting power over the shares owned by the Plans in certain limited circumstances. 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 Bank Foundation, Inc. ("Foundation"), and the following individuals who serve as its directors: James A. Barnwell, Jr., Richard C. Keziah, and James C. McGill (collectively the "Directors"). 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: Items 3(a) through (j) are not applicable. If this statement is filed pursuant to Rule 13d-1(c), check this box. [x] ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: See Row 9 of the second part of the cover page provided for each reporting person. PAGE 7 OF 8 PAGES (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 Directors share dispositive power over dividends received or the proceeds received from the sale of securities by the Foundation, with dividends and proceeds from securities sales held and used by the Foundation in furtherance of the charitable purposes for which it was organized. 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, I certify that, to the best of my 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 BANK FOUNDATION, INC. By: /s/James C. McGill April 28, 1999 ----------------------------- -------------- James C. McGill, President Date /s/James A. Barnwell April 28, 1999 - ----------------------------------------------- -------------- James A. Barnwell, as an Individual Stockholder Date /s/Richard C. Keziah April 28, 1999 - ----------------------------------------------- -------------- Richard C. Keziah, as an Individual Stockholder Date /s/James C. McGill April 28, 1999 - ----------------------------------------------- -------------- James C. McGill, as an Individual Stockholder Date -----END PRIVACY-ENHANCED MESSAGE-----