<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 1)(1)
FIRST SOUTH BANCORP, INC.
--------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------
(Title of Class of Securities)
33646W 10 0
--------------------
(CUSIP Number)
Thomas A. Vann
1311 Carolina Avenue
Washington, North Carolina 27889
(252) 946-4178
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 2000
--------------------------------------------------------
(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 in paper format shall 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.
(Continued on following pages)
(Page 1 of 5 pages)
____________
(1) 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 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. 33646W 10 0 Page 2 of 5 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas A. Vann
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS
PF
5. CHECK BOX 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 7. SOLE VOTING POWER 199,375*
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 29,441
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 199,375*
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 29,441
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 228,816*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.11% **
14. TYPE OF REPORTING PERSON
IN
* The amount shown includes 109,103 shares which may be acquired by Mr.
Vann upon the exercise of options exercisable within 60 days of the date
hereof.
** Assumes all 109,103 shares subject to options exercisable within 60 days
have been exercised.
<PAGE>
The class of equity security to which this statement relates is the common
stock, par value $.01 per share (the "Common Stock"), of First South Bancorp,
Inc. (the "Issuer"). The executive office of the Issuer is located at 1311
Carolina Avenue, Washington, North Carolina 27889.
Item 2. Identity and Background.
(a) Name: Thomas A. Vann
(b) Residence or Business Address: 1311 Carolina Avenue,
Washington, North Carolina 27889
(c) Present Principal Occupation: President of the Issuer.
(d) Criminal Proceeding Convictions: None
(e) Securities Laws Proceedings: None
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration.
Thomas A. Vann (the "Reporting Person") purchased with $215,495 in personal
funds and with $68,415 in funds in his 401(k) Plan, 21,549 shares of Common
Stock that are owned directly and 6,947 shares held in his 401(k) Plan. He also
was awarded 43,639 shares under the Issuer's Management Recognition Plan
("MRP"); MRP awards were made at no cost to the Reporting Person, but he was
required to pay Federal and North Carolina income taxes on the award. The
remaining shares consist of (i) 29,441 shares purchased by the Reporting
Person's spouse with whom the Reporting Person shares voting and dispositive
power, (ii) 9,668 shares purchased by the Reporting Person's minor son over
which shares the Reporting Person has sole voting and dispositive power, (iii)
8,469 shares allocated to the Reporting Person's account under the Issuer's
Employee Stock Ownership Plan (the "ESOP") at no cost to the Reporting Person
and (iv) 109,103 shares that may be acquired upon the exercise of options held
by the Reporting Person and that are exercisable within 60 days of the date
hereof.
Item 4. Purpose of Transaction.
The shares covered by this statement were acquired for investment.
Depending upon a continuing assessment and upon future developments, the
Reporting Person 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. As President of the Issuer, the Reporting Person
regularly explores potential actions and transactions which may be advantageous
to the Issuer, including possible mergers, acquisitions, reorganizations or
other material changes in the business, corporate structure, management
policies, governing instruments, securities or regulatory or reporting
obligations of the Issuer. Except as noted above, the Reporting Person has no
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;
3
<PAGE>
(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; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Reporting Person
beneficially owned 228,816 shares, or 7.11%, of the
Issuer's outstanding shares of Common Stock, assuming the
Reporting Person exercises all options to acquire shares of
Common Stock that are exercisable within 60 days. Such
total also includes the 29,441 shares which the Reporting
Person shares voting and dispositive power with his spouse.
(b) The Reporting Person has sole voting and dispositive power
with respect to 65,188 shares owned directly and 9,668
shares owned by the Reporting Person's son and with
respect to 109,103 shares the Reporting Person has the
right to acquire upon the exercise of options exercisable
within 60 days. The Reporting Person has sole voting power
with respect to the 8,469 shares allocated to his account
as a participant in the ESOP and with respect to 6,947
shares owned by the Reporting Person through the Issuer's
401(k) Plan. The Reporting Person shares voting and
dispositive power with respect to the 29,441 shares
purchased by his spouse, Lee M. Vann. Ms. Vann's residence
address is 113 Palmer Place, Washington North Carolina
27889. She is not employed, has not during the last five
years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), has not in the
last five years been a party to a civil proceeding of a
judicial or administrative body of a competent jurisdiction
and was or is not subject to a judgement, 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, and is a United States citizen.
(c) No other transactions in the Issuer's Common Stock were
effected by the Reporting Person during the past 60 days.
(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 shares held by the
Reporting Person.
(e) Not applicable.
4
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
between the Reporting Person 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.
Item 7. Material to be Filed as Exhibits.
None.
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.
January 2, 2001
/s/ Thomas A. Vann
Thomas A. Vann
6
