-----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, VvVwiLIV3meYLEjYFpRmmkeYf9KJdjiriBvUIiJ6KB5+UCvcaGo23KRt30vgxPou ivFjz+dVI0ccDRUChctGRQ== 0000909654-04-001548.txt : 20040526 0000909654-04-001548.hdr.sgml : 20040526 20040526164634 ACCESSION NUMBER: 0000909654-04-001548 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040526 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILLENNIUM BANKSHARES CORP CENTRAL INDEX KEY: 0001158678 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541920520 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77985 FILM NUMBER: 04832781 BUSINESS ADDRESS: STREET 1: 1601 WASHINGTON PLAZA CITY: RESTON STATE: VA ZIP: 20190 MAIL ADDRESS: STREET 1: 1601 WASHINGTON PLAZA CITY: RESTON STATE: VA ZIP: 20190 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHWARTZ DAVID CENTRAL INDEX KEY: 0001274356 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 900 2ND ST. N.E. STREET 2: SUITE 300 CITY: WASHINGTON STATE: DC ZIP: 20002 BUSINESS PHONE: 2025466630 MAIL ADDRESS: STREET 1: 2ND ST.. N.E. STREET 2: SUITE 300 CITY: WASHINGTON STATE: DC ZIP: 20002 SC 13D/A 1 schwartz13d-a.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) MILLENNIUM BANKSHARES CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $5.00 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 60037B 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) DAVID H. SCHWARTZ RICHARD J. BELL POTOMAC DEVELOPMENT CORPORATION 401(k) PROFIT SHARING PLAN & TRUST 900 2nd STREET, N.E. SUITE 300 WASHINGTON, DC 20002 (202) 789-8100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 29, 2004 - -------------------------------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format should include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 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 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). SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 60037B 10 6 Page 2 of 9 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- / 1 / NAMES OF REPORTING PERSON: / / I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) / / / / DAVID H. SCHWARTZ - -------------------------------------------------------------------------------- / 2 / CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * / / / / (a) /X/ / / / / (b) / / / / - -------------------------------------------------------------------------------- / / / 3 / SEC USE ONLY / / - -------------------------------------------------------------------------------- / / / 4 / SOURCE OF FUNDS / / / / PF, OO - -------------------------------------------------------------------------------- / 5 / CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS / / REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / N/A / / - -------------------------------------------------------------------------------- / 6 / CITIZENSHIP OR PLACE OF ORGANIZATION / / / / UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- / /7 / SOLE VOTING POWER 70,000 / NUMBER OF -------------------------------------------------------- / SHARES /8 / SHARED VOTING POWER 335,815 / BENEFICIALLY -------------------------------------------------------- / OWNED BY /9 / SOLE DISPOSITIVE POWER 70,000 / EACH -------------------------------------------------------- / REPORTING /10/ SHARED DISPOSITIVE POWER 335,815 / PERSON / WITH - -------------------------------------------------------------------------------- / 11 / AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON / / 405,815 - -------------------------------------------------------------------------------- / 12 / CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / / SHARES / / /X/ - -------------------------------------------------------------------------------- / 13 / PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) / / 4.62% - -------------------------------------------------------------------------------- / 14 / TYPE OF REPORTING PERSON / / IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 60037B 10 6 Page 3 of 9 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- / 1 / NAMES OF REPORTING PERSON: / / I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) / / / / RICHARD J. BELL - -------------------------------------------------------------------------------- / 2 / CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * / / / / (a) /X/ / / / / (b) / / / / - -------------------------------------------------------------------------------- / / / 3 / SEC USE ONLY / / - -------------------------------------------------------------------------------- / / / 4 / SOURCE OF FUNDS / / / / PF, OO - -------------------------------------------------------------------------------- / 5 / CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS / / REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / N/A / / - -------------------------------------------------------------------------------- / 6 / CITIZENSHIP OR PLACE OF ORGANIZATION / / / / UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- / /7 / SOLE VOTING POWER 2,500 / NUMBER OF -------------------------------------------------------- / SHARES /8 / SHARED VOTING POWER 338,315 / BENEFICIALLY -------------------------------------------------------- / OWNED BY /9 / SOLE DISPOSITIVE POWER 2,500 / EACH -------------------------------------------------------- / REPORTING /10/ SHARED DISPOSITIVE POWER 338,315 / PERSON / WITH - -------------------------------------------------------------------------------- / 11 / AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON / / 340,815 - -------------------------------------------------------------------------------- / 12 / CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / / SHARES / / /X/ - -------------------------------------------------------------------------------- / 13 / PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) / / 3.89% - -------------------------------------------------------------------------------- / 14 / TYPE OF REPORTING PERSON / / IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 60037B 10 6 Page 4 of 9 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- / 1 / NAMES OF REPORTING PERSON: / / I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) / / / / POTOMAC DEVELOPMENT CORPORATION 401(k) PROFIT SHARING PLAN & TRUST / / 52-149396 - -------------------------------------------------------------------------------- / 2 / CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP / / / / (a) /X/ / / / / (b) / / / / - -------------------------------------------------------------------------------- / / / 3 / SEC USE ONLY / / - -------------------------------------------------------------------------------- / / / 4 / SOURCE OF FUNDS / / / / OO - -------------------------------------------------------------------------------- / 5 / CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS / / REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / N/A / / - -------------------------------------------------------------------------------- / 6 / CITIZENSHIP OR PLACE OF ORGANIZATION / / / / DISTRICT OF COLUMBIA - -------------------------------------------------------------------------------- / /7 / SOLE VOTING POWER 0 / NUMBER OF -------------------------------------------------------- / SHARES /8 / SHARED VOTING POWER 335,815 / BENEFICIALLY -------------------------------------------------------- / OWNED BY /9 / SOLE DISPOSITIVE POWER 0 / EACH -------------------------------------------------------- / REPORTING /10/ SHARED DISPOSITIVE POWER 335,815 / PERSON / WITH - -------------------------------------------------------------------------------- / 11 / AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON / / 335,815 - -------------------------------------------------------------------------------- / 12 / CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / / SHARES / / /X/ - -------------------------------------------------------------------------------- / 13 / PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) / / 3.83% - -------------------------------------------------------------------------------- / 14 / TYPE OF REPORTING PERSON / / EP - -------------------------------------------------------------------------------- PAGE 5 OF 9 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is the common stock, par value $5.00 per share (the "Common Stock"), of Millennium Bankshares Corporation (the "Issuer"). The executive office of the Issuer is located at 1601 Washington Plaza, Reston, Virginia 20190. ITEM 2. IDENTITY AND BACKGROUND. 1. (a) Name: David H. Schwartz (b) Residence or Business Address: 740 Pinehurst Way, Palm Beach Gardens, Florida 33418 (c) Present Principal Occupation: Consultant to and director of Potomac Development Corporation and a private investor (d) Criminal Proceeding Convictions: During the past five years, Mr. Schwartz has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Securities Laws Proceedings: During the past five years, Mr. Schwartz has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or been subject to a judgment, decree or final order enjoining future violations or, prohibiting or mandating activities subject to, Federal or State securities laws. (f) Citizenship: United States of America 2. (a) Name: Richard J. Bell (b) Residence or Business Address: 900 2nd Street, N.E., Suite 300, Washington, DC 20002 (c) Present Principal Occupation: President and director of Potomac Development Corporation (d) Criminal Proceeding Convictions: During the past five years, Mr. Bell has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Securities Laws Proceedings: During the past five years, Mr. Bell has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or been subject to a judgment, decree or final order enjoining future violations or, prohibiting or mandating activities subject to, Federal or State securities laws. (f) Citizenship: United States of America 3. (a) Name: Potomac Development Corporation 401(k) Profit Sharing Plan & Trust, a District of Columbia trust (the "Trust"), was established on December 3, 1986. Mr. Schwartz and Mr. Bell are the trustees of the Trust. (b) Residence or Business Address: 900 2nd Street, N.E., Suite 300, Washington, DC 20002 PAGE 6 OF 9 (c) Present Principal Occupation: Operation under the Potomac Development Corporation Profit Sharing Plan (d) Criminal Proceeding Convictions: During the past five years, the Trust has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Securities Laws Proceedings: During the past five years, the Trust has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or been subject to a judgment, decree or final order enjoining future violations or, prohibiting or mandating activities subject to, Federal or State securities laws. (f) Place of Organization: District of Columbia ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Schwartz beneficially owns 70,000 shares of Common Stock which were acquired through personal funds. Mr. Bell beneficially owns 5,000 shares of Common Stock, 2,500 of which are held in the name of his spouse, Toni F. Clark, and all of which were acquired through personal funds. Mr. Schwartz and Mr. Bell are the trustees of the Trust. In such capacity, they have discretion over the disposition and voting of shares of Common Stock held by the Trust. The Trust holds in the aggregate 335,815 shares of the Common Stock as of the date of the filing of this Schedule 13D. The Trust, at the discretion of the Trustees, uses funds contributed to it to purchase shares for the accounts of its participants. ITEM 4. PURPOSE OF TRANSACTION. The shares covered by this statement were acquired for investment. Depending upon a continuing assessment and upon future developments, Mr. Schwartz and/or Mr. Bell may determine, from time to time or at any time, to purchase additional shares of the Issuer for investment or to dispose of shares of the Issuer's Common Stock. Other than as described above, neither Mr. Schwartz nor Mr. Bell has plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer's Board of Directors; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's Articles of Incorporation, Bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer 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 national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. PAGE 7 OF 9 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. DAVID H. SCHWARTZ (a) As of the date of this Schedule 13D, Mr. Schwartz is attributed beneficial ownership of 405,815 shares of Common Stock, or 4.62%, of the Issuer's outstanding shares of Common Stock. Mr. Schwartz and Mr. Bell, as trustees for the Trust, share voting and dispositive power with respect to an aggregate of 335,815 shares of Common Stock held by the Trust, or 3.83% of the Issuer's outstanding shares. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, Mr. Schwartz expressly disclaims the beneficial ownership of 15,000 shares of Common Stock held by his spouse, Patricia R. Schwartz, and 5,000 shares of Common Stock, 2,500 of which are held by Mr. Bell in his individual capacity and 2,500 of which are held by Mr. Bell's spouse. (b) Mr. Schwartz has sole voting power with respect to 70,000 shares (.80% of the outstanding shares) and sole dispositive power with respect to 70,000 shares (.80% of the outstanding shares). Mr. Schwartz, as a trustee of the Trust, shares voting and dispositive power with respect to the 335,815 shares held by the Trust (3.83% of the outstanding shares). (c) Other than the transactions listed below no other transactions in the Issuer's Common Stock were effected by Mr. Schwartz, in his individual capacity or for his account with the Trust, during the 60 days prior to April 29, 2004: On April 29, 2004, Mr. Schwartz purchased 50,000 shares of Common Stock at $6.50 per share. Other than the transactions listed below no other transactions in the Issuer's Common Stock were effected by the Trust, during the 60 days prior to April 29, 2004: On April 29, 2004, the Trust purchased 138,000 shares of Common Stock at $6.50 per share. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 70,000 shares of Common Stock beneficially owned by Mr. Schwartz, in his individual capacity. Mr. Schwartz and Mr. Bell, as trustees of the Trust, share the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, the 335,815 shares of Common Stock held by the Trust, subject to the shares of Common Stock, and the attributes thereof, being vested in accounts under the Trust of specific participants, and further provided that the Trust participants may direct the receipt of dividends and proceeds from the sale of the Common Stock vested in their accounts, so long as the trustees do not exercise authority to the contrary. (e) On April 29, 2004, Mr. Schwartz ceased to be the beneficial owner of more than 5% of the Common Stock. On April 29, 2004, the Trust ceased to be the beneficial owner of more than 5% of the Common Stock. PAGE 8 OF 9 RICHARD J. BELL (a) As of the date of this Schedule 13D, Mr. Bell is attributed beneficial ownership of 340,815 shares of Common Stock, or 3.89%, of the Issuer's outstanding shares of Common Stock. Mr. Bell and his spouse, Toni F. Clark, each hold 2,500 shares of Common Stock. Mr. Schwartz and Mr. Bell, in their capacity as trustees of the Trust, share voting and dispositive power with respect to an aggregate of 335,815 shares of Common Stock held by the Trust, or 3.83% of the Issuer's outstanding shares. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended, Mr. Bell expressly disclaims the beneficial ownership of 70,000 shares of Common Stock held by Mr. Schwartz in his individual capacity. (b) Mr. Bell has sole voting and sole dispositive power with respect to 2,500 shares (.03% of the outstanding shares) and sole dispositive power with respect to 2,500 shares (.03% of the outstanding shares). Mr. Bell shares voting and dispositive power with respect to 2,500 shares of Common Stock held by his spouse (.03% of the outstanding shares) and 335,815 shares of Common Stock allocated to the Trust (3.83% of the outstanding shares), for which he and Mr. Schwartz serve as trustees. (c) No transactions in the Issuer's Common Stock were effected by Mr. Bell in his individual capacity during the 60 days prior to April 29, 2004. Shares purchased by the Trust during the 60 days prior to April 29, 2004, are described in section 5(c) above under Mr. Schwartz's name. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 2,500 shares of Common Stock beneficially owned by Mr. Bell, in his individual capacity. Mr. Bell shares the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of the 2,500 shares of Common Stock held by his spouse. Mr. Schwartz and Mr. Bell, as trustees of the Trust, share the right to receive, or the power to direct, the receipt of dividends from, or the proceeds from the sale of, the 335,815 shares of Common Stock held by the Trust, subject to the shares of Common Stock, and the attributes thereof, being vested in accounts under the Trust of specific participants, and further provided that the Trust participants may direct the receipt of dividends and proceeds from the sale of the Common Stock vested in their accounts, so long as the trustees do not exercise authority to the contrary. (e) On April 29, 2004, Mr. Bell ceased to be the beneficial owner of more than 5% of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships between Mr. Schwartz and Mr. Bell or any other person with respect to the Issuer's securities, including but not limited to, the transfer or voting of securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies or otherwise, except that Mr. Schwartz and Mr. Bell serve as the trustees of the Trust and in such capacity, they share the power to vote and dispose of shares of Common Stock acquired by the Trust. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. PAGE 9 OF 9 SIGNATURES 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. May 5, 2004 /s/ David H. Schwartz - --------------------------- -------------------------------------------- Date (Signature) David H. Schwartz -------------------------------------------- Name /s/ Richard J. Bell -------------------------------------------- (Signature Richard J. Bell -------------------------------------------- Name POTOMAC DEVELOPMENT CORPORATION 401(k) PROFIT SHARING PLAN & TRUST By: /s/ David H. Schwartz ------------------------------------- David H. Schwartz, Trustee By: /s/ Richard J. Bell ------------------------------------- Richard J. Bell, Trustee -----END PRIVACY-ENHANCED MESSAGE-----