sc13d

-----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, DrLg4Ng3fbwmRYMgvCaFUzzQsQrTC+D/ghAVvbZuCcuX/VQ9w9vDyr5I4DToTvNc DEpM47QbIycR/CQI4LsbIA== 0000950144-02-011023.txt : 20021101 0000950144-02-011023.hdr.sgml : 20021101 20021101155815 ACCESSION NUMBER: 0000950144-02-011023 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAXWELL LAWRENCE W CENTRAL INDEX KEY: 0001163939 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 500 SOUTH FLORIDA AVENUE STREET 2: SUITE 700 CITY: LAKELAND STATE: FL ZIP: 33859 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MADISON BANCSHARES INC CENTRAL INDEX KEY: 0001141106 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 593720289 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62033 FILM NUMBER: 02806838 BUSINESS ADDRESS: STREET 1: 35388 US HIGHWAY 19 NORTH CITY: PALM HARBOR STATE: FL ZIP: 34684 BUSINESS PHONE: 7277863888 MAIL ADDRESS: STREET 1: 35388 US HIGHWAY 19 NORTH CITY: PALM HARBOR STATE: FL ZIP: 34684 SC 13D 1 g79011sc13d.htm MADISON BANCSHARES, INC. - LAWRENCE MAXWELL sc13d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )

Madison Bancshares, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

556597 10 2

(CUSIP Number)

Lawrence W. Maxwell
500 South Florida Avenue
Lakeland, Florida 33801
(863) 647-1581

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 31, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

CUSIP No. 556597 10 2 SCHEDULE 13D Page 2 of 6 Pages


(1)	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lawrence W. Maxwell



(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x
				(b) o



(3)	SEC USE ONLY



(4)	SOURCE OF FUNDS PF



(5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS			o
	IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



(6)	CITIZENSHIP OR PLACE OF ORGANIZATION United States



		(7)	SOLE VOTING POWER
NUMBER OF			-0-
SHARES
BENEFICIALLY		(8)	SHARED VOTING POWER
OWNED BY			81,283
EACH
REPORTING		(9)	SOLE DISPOSITIVE POWER
PERSON WITH			-0-

		(10)	SHARED DISPOSITIVE POWER 81,283


(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,283



(12)	CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES			o



(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.30%



(14)	TYPE OF REPORTING PERSON IN

CUSIP No. 556597 10 2 SCHEDULE 13D Page 3 of 6 Pages


(1)	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anita K. Maxwell



(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x
				(b) o



(3)	SEC USE ONLY



(4)	SOURCE OF FUNDS PF



(5)	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS			o
	IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)



(6)	CITIZENSHIP OR PLACE OF ORGANIZATION United States



		(7)	SOLE VOTING POWER
NUMBER OF			-0-
SHARES
BENEFICIALLY		(8)	SHARED VOTING POWER
OWNED BY			81,283
EACH
REPORTING		(9)	SOLE DISPOSITIVE POWER
PERSON WITH			-0-

		(10)	SHARED DISPOSITIVE POWER 81,283


(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,283



(12)	CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
	SHARES			o



(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.30%



(14)	TYPE OF REPORTING PERSON IN

Item 1. Security and Issuer

This Schedule 13D (this “Schedule”) relates to shares of common stock, $0.01 par value per share (“Common Stock”), of Madison Bancshares, Inc., a Florida corporation (the “Issuer” or the “Company”), whose principal executive offices are located at 35388 U.S. Highway 19, North, Palm Harbor, Florida 34684.

Item 2. Identity and Background

This Schedule is being filed jointly by Lawrence W. Maxwell, and his wife, Anita K. Maxwell (sometimes hereinafter referred to collectively as the “Reporting Persons”). Mr. Maxwell and Mrs. Maxwell are both citizens of the United States and their business address is 500 South Florida Avenue, Suite 700, Lakeland, Florida 33801. Mr. Maxwell is the owner, President, and Chief Executive Officer of Century Realty Funds, Inc., a real estate development company whose principal business address is 500 South Florida Avenue, Suite 700, Lakeland, Florida 33801. Mrs. Maxwell is a homemaker.

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any 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.

Item 3. Source and Amount of Funds or Other Consideration

The aggregate amount of funds required to purchase the 81,283 shares of Common Stock was approximately $1,079,737, which was paid out of the Reporting Persons’ personal funds.

Item 4. Purpose of Transaction

The Common Stock has been acquired by the Reporting Persons for investment purposes. The Reporting Persons will monitor their investment in the Company and will in the future determine the most appropriate course of action to take with their investment. In reaching any decision with respect to this investment, the Reporting Persons will take into consideration various factors, including the Company’s business, affairs and financial position, other developments concerning the Company, the price level of the shares, conditions in the securities markets and general economic and industry conditions, as well as other investment opportunities available to the Reporting Persons. Based on such factors, the Reporting Persons may from time to time determine that a further investment in the Company is attractive and purchase additional shares in the open market, in privately negotiated transactions, or otherwise. Alternatively, the Reporting Persons may determine to dispose of some or all of their shares in the open market, in privately negotiated transactions to one or more purchasers, or otherwise.

Except as set forth above, the Reporting Persons have no plans or proposals which relate to or would result in: (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, organization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) change in the present board of directors or the management of the Company; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company’s business or corporate structure; (vii) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered

Page 4 of 6 Pages

national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (x) any action similar to any of those enumerated above.

Item 5. Interest in Securities of Issuer

(a) As of the date of this Schedule, the Reporting Persons beneficially own an aggregate of 81,283 shares of Common Stock, which represent approximately 5.30% of the 1,534,004 shares of Common Stock outstanding on October 14, 2002 as reported in the Issuer’s Form 10-Q for the period ended September 30, 2002.

(b) With respect to the 81,283 shares of Common Stock, the Reporting Persons share the power to vote or to direct the vote of the shares and share the power to dispose or to direct the disposition of such shares.

(c) See Exhibit 2 with regard to purchases of the Issuer’s Common Stock by the Reporting Persons within the last 60 days, which is hereby incorporated by reference.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Persons have no contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7. Material to Be Filed as Exhibits


Exhibit 1		Joint Filing Agreement, dated as of November 1, 2002 by and between Lawrence W. Maxwell and Anita K. Maxwell.

Exhibit 2		Table of Transactions in the Common Stock by Reporting Persons During the Past 60 days.

Page 5 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, complete and correct.


Dated: November 1, 2002		/s/ Lawrence W. Maxwell

		Lawrence W. Maxwell


Dated: November 1, 2002		/s/ Anita K. Maxwell

		Anita K. Maxwell

Page 6 of 6 Pages

INDEX TO EXHIBITS



Exhibit Number		Description of Exhibits

1	—	Joint Filing Agreement, dated as of November 1, 2002 by and between Lawrence W. Maxwell and Anita K. Maxwell.

2	—	Table of Transactions in the Common Stock by Reporting Persons During the Past 60 days.

EX-1 3 g79011exv1.htm JOINT FILING AGREEMENT exv1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on their behalf of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of Madison Bancshares, Inc., a Florida corporation; and further agree that this Joint Filing Agreement be included as Exhibit 1 to the Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement this 1st day of November, 2002.


		By: /s/ Lawrence W. Maxwell

		Lawrence W. Maxwell


		By: /s/ Anita K. Maxwell

		Anita K. Maxwell

EX-2 4 g79011exv2.htm TRANSACTIONS IN SHARES exv2

Exhibit 2

TRANSACTIONS IN SHARES EFFECTED BY REPORTING
PERSONS DURING PAST 60 DAYS*


			Date of Transaction				Price Per
Name	Nature of Transaction**		(Trade Date)		Number of Shares		Share

Lawrence W. Maxwell		Purchase		06/03/02		1,000	$	15.10
Lawrence W. Maxwell		Purchase		06/03/02		3,300	$	15.50
Lawrence W. Maxwell		Purchase		06/05/02		2,000	$	15.60
Lawrence W. Maxwell		Purchase		06/10/02		1,500	$	15.85
Lawrence W. Maxwell		Purchase		06/19/02		8,000	$	15.75
Lawrence W. Maxwell		Purchase		07/03/02		3,600	$	15.77
Lawrence W. Maxwell		Purchase		07/11/02		2,000	$	15.50
Lawrence W. Maxwell		Purchase		07/12/02		1,100	$	15.50
Lawrence W. Maxwell		Purchase		07/16/02		1,000	$	15.65
Lawrence W. Maxwell		Purchase		07/30/02		1,000	$	15.55
Lawrence W. Maxwell		Purchase		07/31/02		2,900	$	15.65
Lawrence W. Maxwell		Purchase		08/06/02		1,100	$	15.55
Lawrence W. Maxwell		Purchase		08/08/02		1,100	$	15.55
Lawrence W. Maxwell		Purchase		10/14/02		3,700	$	14.65

*		Includes all transactions within 60 days prior to July 31, 2002 and all transactions subsequent thereto.
**		All transactions were effected by ordinary broker’s transactions.

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