SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COMSTOCK BANCORP
(Name of Issuer)
Common Stock, par value
$.01 per share
(Title of Class of Securities)
205667 10 8
(CUSIP Number)
Robert N. Barone
c/o Comstock Bancorp
6275 Neil Road
Reno, Nevada 89511
(702) 824-7100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 1997
(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(b)(3) or (4), check the following box
.
(Continued on following pages)
(Page 1 of 5 Pages)
<PAGE>
================================================================================
CUSIP No. 205667 10 8 13D Page 2 of 5 Pages
================================================================================
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert N. Barone
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 358,818
EACH REPORTING PERSON
WITH
--------------------------------------------------------
8 SHARED VOTING POWER
--
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER
358,818
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,818
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
Schedule 13D
Comstock Bancorp
This Statement on Schedule 13D (this "Statement") is filed by Robert N.
Barone.
Item 1. Security and Issuer.
This Statement relates to the common stock, par value
$.01 per share ("Common Stock"), of Comstock Bancorp (the
"Company"). The address of the principal executive offices of
the Company is 6275 Neil Road, Reno, Nevada 89511.
Item 2. Identity and Background.
(a). This Statement is being filed by Robert N.
Barone.
(b), (c) and (f). Mr. Barone's principal occupation
is Chairman of the Board of Directors, Chief Executive Officer
and Treasurer of the Company and its wholly-owned subsidiary,
Comstock Bank, and his business address is 6275 Neil Road,
Reno, Nevada 89511. Mr. Barone is a citizen of the United
States of America.
(d) and (e). During the past five years, Mr. Barone
has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
not or is not 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 Common Stock was not acquired by purchase, but
pursuant to the Plan of Reorganization described under Item 4.
Item 4. Purpose of Transaction.
Robert N. Barone acquired his shares of Common Stock
in connection with an Agreement and Plan of Reorganization
(the "Plan of Reorganization") dated as of February 26, 1997
between the Company and Comstock Bank, a Nevada corporation
(the "Bank"), pursuant to which each outstanding share of
common stock, par value $.50 per share, of the Bank was
exchanged for two shares of Common Stock and the Bank became a
wholly-owned subsidiary of the Company. The Plan of
Reorganization became effective June 16, 1997. Mr. Barone
holds his shares of Common Stock for investment purposes.
<PAGE>
Mr. Barone has no present plans or proposals which
relate to or would result in any of the actions or events
described in paragraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a). Robert N. Barone is the beneficial owner of
358,818 shares (7.7% of the outstanding shares) of Common
Stock, which includes (i) 128,368 shares of Common Stock held
by The Barone Family 1988 Trust, of which Mr. Barone is a
Trustee, and (ii) 239,450 shares of Common Stock subject to
currently exercisable stock options. The number of shares of
Common Stock beneficially owned by Mr. Barone and the
percentage of outstanding shares of Common Stock represented
thereby have been computed in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as amended. There were
4,421,668 shares of Common Stock outstanding at June 30, 1997,
as reported in the Company's Registration Statement on Form
S-8 filed with the Securities and Exchange Commission July 23,
1997.
(b). Mr. Barone has the sole power to (i) vote or
direct the voting of, and (ii) dispose or direct the
disposition of the 358,818 shares of Common Stock beneficially
owned by him.
(c). There have been no transactions with respect to
shares of Common Stock effected by Mr. Barone in the past 60
days.
(d). Not applicable.
(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships With Respect to Securities of the Issuer.
None.
<PAGE>
Item 7. Exhibits.
None.
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: July 31, 1997 /s/ Robert N. Barone
--------------------
ROBERT N. BARONE
