YADKIN VALLEY CO
SC 13D, 1998-07-07
LIFE INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

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


                             YADKIN VALLEY COMPANY
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $1.00 Par Value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   999-004-104
                   -------------------------------------------
                                 (CUSIP Number)



                               David L. Ward, Jr.
                             William R. Lathan, Jr.
                              Ward and Smith, P.A.
                               1001 College Court
                         New Bern, North Carolina 28562
                       (252) 633-1000; Fax (252) 636-2121
- --------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)

                                 June 29, 1998
    ------------------------------------------------------------------------
             (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 Secs. 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check the
following box [ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule,  including all exhibits. See Sec. 240.13d-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  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>


                                  SCHEDULE 13D


- ---------------------------------              ---------------------------------
CUSIP No. 999-004-104                                  Page 2 of 5 Pages
- ---------------------------------              ---------------------------------

<TABLE>
<CAPTION>

<S>    <C>         
- ------ --------------------------------------------------------------------------------------------------------------
1      NAMES OF REPORTING PERSONS
       I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            Peter M. Bristow
- ------ --------------------------------------------------------------------------------------------------------------
2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                                     (a) [ ]
                                                                                                             (b) [ ]

- ------ --------------------------------------------------------------------------------------------------------------
3      SEC USE ONLY


- ------ --------------------------------------------------------------------------------------------------------------
4      SOURCE OF FUNDS (SEE INSTRUCTIONS)

       PF
- ------ --------------------------------------------------------------------------------------------------------------
5      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  ITEMS 2(d) or 2(e)                      [ ]



- ------ --------------------------------------------------------------------------------------------------------------
6      CITIZENSHIP OR PLACE OF ORGANIZATION

       United States

- ------ --------------------------------------------------------------------------------------------------------------
- ------------------ ------ -------------------------------------------------------------------------------------------
NUMBER OF SHARES     7    SOLE VOTING POWER
 BENEFICIALLY
  OWNED BY                10,736
    EACH           ------ -------------------------------------------------------------------------------------------
  REPORTING          8    SHARED VOTING POWER
   PERSON     
    WITH                  4,631
                   ------ -------------------------------------------------------------------------------------------
                     9    SOLE DISPOSITIVE POWER
  
                          10,736
                   ------ -------------------------------------------------------------------------------------------
                     10   SHARED DISPOSITIVE POWER

                          4,631
- ------------------ ------ -------------------------------------------------------------------------------------------
- ------ --------------------------------------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       15,367

- ------ --------------------------------------------------------------------------------------------------------------
12     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                       [ ]

                                                                                                                  

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

       8.4%

- ------ --------------------------------------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

       IN
 
- ------ --------------------------------------------------------------------------------------------------------------
</TABLE>

                                     2 of 5
<PAGE>              

         This Schedule 13D (the  "Statement")  constitutes the initial filing by
Peter M.  Bristow,  who is a beneficial  owner of more than five percent (5%) of
the common stock of Yadkin Valley Company. Yadkin Valley Company recently became
subject to the reporting requirements of the Securities Exchange Act of 1934 and
on April 30, 1998, filed its initial registration  statement on Form 10-SB. Such
registration became effective on June 29, 1998.

Item 1. Security and Issuer.

         This Statement relates to the Common Stock, $1 par value per share (the
"Common  Stock")  of Yadkin  Valley  Company  (the  "Issuer"),  whose  principal
executive offices are located at 239 Fayetteville  Street Mall,  Raleigh,  North
Carolina 27601.

Item 2. Identity and Background.

         (a)-(c) This  Statement is filed by Peter M.  Bristow,  whose  business
address  is Post  Office  Box 29,  Columbia,  South  Carolina  29202,  and whose
principal  occupation is serving as Senior Vice President of First-Citizens Bank
and Trust Company of South Carolina, a South Carolina-chartered  commercial bank
whose  principal  executive  offices are located at 1230 Main Street,  Columbia,
South Carolina 29201.

         (d) During the last five years,  Mr.  Bristow has not been convicted in
any criminal proceedings (excluding traffic violations or similar misdemeanors).

         (e) During the last five years,  Mr.  Bristow has not been a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
as a result of which he 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.

         (f) Mr. Bristow is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

         Shares of Common Stock of the Issuer  purchased by Mr.  Bristow  and/or
members of his immediate  family to date were purchased with cash using personal
funds.  Any shares of Common  Stock of the Issuer  which may be purchased by Mr.
Bristow or members of his immediate  family following the date of this Statement
are expected to be  purchased  with cash using each such  individual's  personal
funds.

Item 4. Purpose of Transaction.

         The  ownership  of the Common  Stock by Mr.  Bristow is for  investment
purposes.

         Mr. Bristow may consider purchasing  additional shares of the Issuer in
the open market or in privately  negotiated  transactions.  Whether Mr.  Bristow
and/or members of his immediate  family  purchase any  additional  shares of the
Issuer's  Common Stock,  and the amount and timing of any such  purchases,  will
depend on his  continuing  assessment of pertinent  factors,  including  without

                                     3 of 5

<PAGE>

limitation the following:  the availability of shares for purchase at particular
price levels; the Issuer's business and prospects; other business and investment
opportunities  available to Mr. Bristow;  economic conditions;  stock market and
money market  conditions.  Depending  upon his  assessment of these factors from
time to time,  Mr.  Bristow may change his present  intentions  as stated above,
including  a possible  determination  to dispose of some or all of the shares he
holds.

         Mr.  Bristow  has no current  plans  which  would  result in any of the
consequences listed in (a)-(j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

         (a)-(b) Mr.  Bristow  beneficially  owns 15,367 shares of Common Stock,
constituting  8.36% of the  outstanding  Common  Stock of the  Issuer  (based on
183,734 shares outstanding).

         As of the date hereof, the shares listed above as beneficially owned by
Peter M. Bristow  include  4,612 shares  (2.51%) held  directly by Mr.  Bristow,
6,124 shares (3.33%) held by him in a fiduciary  capacity for the benefit of his
children,  4,529  shares  (2.46%)  held  directly  by his  spouse and 102 shares
(0.05%) held in a trust for his spouse's benefit.

         Mr. Bristow  exercises sole voting and  dispositive  power as to 10,736
shares (5.84%) and may be deemed to exercise shared voting and dispositive power
over 4,631 shares  (2.52%)  held by, and in trust for,  his spouse,  as to which
shares he disclaims beneficial ownership.

         (c) No  transactions  have been made by Mr.  Bristow  or members of his
immediate family in the Common Stock during the previous sixty (60) days.

         (d) With the  exception of the persons and entities who are the holders
of record of the shares of Common Stock deemed to be  beneficially  owned by Mr.
Bristow, no other person or entity 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 shares of Common Stock.

         (e)      Not applicable.

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

         Except  as  described  herein,  there  are  no  contracts,  agreements,
arrangements or relationships  (legal or otherwise)  between Mr. Bristow and any
other person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

         None.

                                     4 of 5
<PAGE>

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.




   July 6, 1998                             /s/Peter M. Bristow
  --------------                            --------------------
       Date                                 Peter M. Bristow

                                     5 of 5


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