-----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, TZZW0sNKAbW209EP1WB+3dGihGQwjt51KEY4ZXQ0pnINihBcqC1/ThTZJTxEI/ns yDe/J6WatXzZU+EDodSfTw== 0001005150-02-001052.txt : 20020822 0001005150-02-001052.hdr.sgml : 20020822 20020822170402 ACCESSION NUMBER: 0001005150-02-001052 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WALTERS ARTHUR L CENTRAL INDEX KEY: 0001182350 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 4935 N 30TH ST CITY: ARLINGTON STATE: VA ZIP: 22207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIRGINIA COMMERCE BANCORP INC CENTRAL INDEX KEY: 0001099305 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541964895 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78435 FILM NUMBER: 02746063 BUSINESS ADDRESS: STREET 1: 5350 LEE HIGHWAY CITY: ARLINGTON STATE: VA ZIP: 22207 BUSINESS PHONE: 7035340700 MAIL ADDRESS: STREET 1: 5350 LEE HIGHWAY CITY: BETHARLINGTON STATE: VA ZIP: 22207 SC 13D 1 sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) Virginia Commerce Bancorp, Inc. (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 92778Q109 (CUSIP Number) Noel M. Gruber, Esquire David H. Baris, Esquire Kennedy, Baris & Lundy, LLP Suite P-15, 4701 Sangamore Road, Bethesda, MD 20816 301.229.3400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 30, 2002 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note. Schedules filed ion paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. Page 1 of 6 Pages CUSIP No. 92778Q109 Page 2 of 6 Pages This report amends and restates in its entirety the Schedule 13D, as amended, previously filed with the primary federal banking regulator of Virginia Commerce Bank prior the Issuer becoming the holding company therefore. 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Arthur L. Walters 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF, AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e). [ ] Not applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7. SOLE VOTING POWER 134,194 (includes 93,773 shares held by a corporation of which Mr. Walters is President and SHARES presently exercisable options and warrants to purchase 37,651 shares of common stock) BENEFICIALLY 8. SHARED VOTING POWER 497,207 (represents shares held OWNED BY jointly with spouse) EACH 9. SOLE DISPOSITIVE POWER 134,194 (includes 93,773 shares held by a corporation of which Mr. Walters is President REPORTING and presently exercisable options and warrants to purchase 37,651 shares of common stock) PERSON WITH 10. SHARED DISPOSITIVE POWER 497,207 (represents shares held jointly with spouse) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 629,354 (includes presently exercisable options and warrants to purchase 37,651 shares of common stock) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.92% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 92778Q109 Page 3 of 6 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lilly D. Walters 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e). [ ] Not applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER 0 BENEFICIALLY 8. SHARED VOTING POWER 497,207 (represents shares held jointly with spouse) OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING 10. SHARED DISPOSITIVE POWER 497,207 (represents shares held jointly with spouse) PERSON WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 497,207 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.46% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 92778Q109 Page 4 of 6 Pages ITEM 1. SECURITY AND ISSUER. This report relates to the common stock $1.00 par value, of Virginia Commerce Bancorp, Inc. (the "Company"), a Virginia corporation, the principal office of which is located at 5350 :Lee Highway, Arlington, Virginia 22207. ITEM 2. IDENTITY AND BACKGROUND. Arthur L. Walters. Mr. Walters residence address is 4935 N. 30th Street Arlington, Virginia 22207. Lilly D. Walters. Mrs. Walters residence address is 4935 N. 30th Street Arlington, Virginia 22207. Mr. Walters and Mrs. Walters are husband and wife. Mr. Walter's principal occupation is Owner and President, TransAmerican Bankshares and various affiliates thereof; President, C. W. Cobb and Associates, Inc., mortgage bankers; co-owner of various real estate development and management companies. Such corporations principal office are located at 4141 North Henderson Road, Arlington, Virginia 22203. Neither Mr. nor Mrs. Walters has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) during the last five years. Neither Mr. nor Mrs. Walters has not been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. Mr. Walters is a citizen of the United States. Mrs. Walters is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All of shares of common stock acquired jointly by Mr. and Mrs. Walters in the purchase necessitating this filing were purchased using personal funds of Mr. Walters, without use bank loans or other borrowings, in the amount of $942,936. All of shares of common stock acquired by Mr. Walters individually or by C.W. Cobb Associates, an entity of which Mr. Walters is President, in the purchase necessitating this filing were purchased using personal funds of Mr. Walters, or corporate funds of C.W. Cobb Associates contributed from the personal funds of Mr. Walters, without use bank loans or other borrowings, in the amount of $942,936. ITEM 4. PURPOSE OF TRANSACTION. All of the shares of common stock the acquisition of which is disclosed hereby were acquired for investment purposes in connection with the issuer's rights offering to existing shareholders. The reporting persons will continue to evaluate market conditions and the business of the issuer to determine possible future acquisitions or dispositions of common stock of the Company. Except as indicated above, and except for periodic review of opportunities for expansion of the Company's business by acquisition or otherwise, review of the capital needs of the Company, review of the Company's strategic alternatives and review of possible amendments to the Company's articles of incorporation and bylaws (some of which might have an anti-takeover effect), all in his capacity as a member of the Board of Directors of the Company, the reporting person has no present plans or proposals which relate to, or which would result in, any of the factors set forth in paragraphs (a) through (j) of Item 4. CUSIP No. 92778Q109 Page 5 of 6 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. All percentages given for ownership of the outstanding common stock are based upon 3,693,043 shares of common stock outstanding as of August 1, 2002 plus options, warrants or other rights to acquire shares of common stock within sixty days of the date of filing hereof held by the reporting person. As of the date of this filing, Mr. Walters beneficially owns 631,401 shares of common stock, including presently exercisable options and warrants to purchase 37,651 shares of common stock, representing 16.92% of the outstanding shares. Mr. Walters possesses sole power to vote and dispose of 134,194 shares of common stock (including shares represented by presently exercisable options and warrants to purchase 37,651 shares of common stock) representing 3.60% of the outstanding shares, and shares the power to vote and dispose of 497,207 shares of common stock held jointly with his spouse, representing 13.46% of the outstanding shares (without options and warrants). As of the date of this filing, Mrs. Walters beneficially owns 492,207 shares of common stock. Mrs. Walters does not possess sole power to vote or dispose of any shares of common stock. Mr. Walters shares the power to vote and dispose of 497,207 shares of common stock held jointly with her spouse, representing 13.46% of the outstanding shares. Neither Mr. nor Mrs. Walters had no transactions in shares of common stock in the sixty days preceding the filing of this statement, other than as follows: On July 30, 2002, the issuer completed its rights offering of shares of its common stock pursuant to which shareholders of record on June 4, 2002, could purchase, at the offering price of $24.00 per share, 0.0858 shares for each share held as of the record date, and had the right to oversubscribe for shares not purchased by other shareholders. Mr. and/or Mrs. Walters purchased shares as set forth below:
Capacity Basic Subscription Oversubscription Aggregate shares Aggregate Purchase price -------- ------------------ ---------------- ---------------- ----------------------- Mr. Walters Individually 219 0 219 $5,256 Mr. and Mrs. Walters Jointly 39,289 0 39,289 $942,936 C.W. Cobb Associates 4,837 32,560 37,397 $897,528 ------ ------- ------ -------- Total 42,297 32,560 76,905 $1,845,720
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as otherwise described herein there are no agreements, ___ arrangements, understandings or relationships relating to any securities of the Company, including the common stock, including with respect to the transfer or voting thereof. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. [Remainder of page intentionally blank.] CUSIP No. 92778Q109 Page 6 of 6 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, compete and correct. /s/ Arthur L. Walters --------------------------------------- Arthur L. Walters /s/ Lilly D. Walters --------------------------------------- Lilly D. Walters August 15, 2002 -----END PRIVACY-ENHANCED MESSAGE-----