IPSWICH BANCSHARES INC
SC 13D, 2000-08-18
BLANK CHECKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                            (Amendment No. _______)1


                            Ipswich Bancshares, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $.10 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                  462633 10 8
--------------------------------------------------------------------------------
                                 (CUSIP Number)


  David L. Grey, Ipswich Bancshares, Inc., 23 Market Street, Ipswich, MA 01938
--------------------------------------------------------------------------------
 (Name, address and Telephone Number of Person Authorized to Receive Notices
                              and Communications)


                                August 14, 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  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 o.

     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



(Continued on following pages)



                               (Page 1 of 4 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 ("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.    462633 10 8                               Page    2    of    4
          -----------------------------------                -----      -----
--------------------------------------------------------------------------------

          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          David L. Grey
-------- -----------------------------------------------------------------------

   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a) [_]
                                                                  (b) [_]

-------- -----------------------------------------------------------------------

   3      SEC USE ONLY

-------- -----------------------------------------------------------------------

   4      SOURCE 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
-------- -----------------------------------------------------------------------

                        7      SOLE VOTING POWER

        number of              152,631
         shares       ------  --------------------------------------------------
      beneficially
        owned by        8      SHARED VOTING POWER
          each
       reporting               202,234
         person       ------  --------------------------------------------------
          with
                        9      SOLE DISPOSITIVE POWER

                               152,631

                      ------  --------------------------------------------------

                       10      SHARED DISPOSITIVE POWER

                               202,234

-------- -----------------------------------------------------------------------

  11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          354,865
-------- -----------------------------------------------------------------------

  12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES*                                                    [_]

-------- -----------------------------------------------------------------------

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

          14.1%
-------- -----------------------------------------------------------------------

  14      TYPE OF REPORTING PERSON*

          IN
-------- -----------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                      INCLUDE BOTH SIDES OF THE COVER PAGE,
                 RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
                  THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


<PAGE>


Item 1. Security and Issuer

        This statement  relates to the common stock,  $.10 par value, of Ipswich
Bancshares, Inc., Ipswich, Massachusetts 01938.


Item 2. Identity and Background

        (a) Name: David L. Grey

        (b) Business Address: Ipswich Bancshares, Inc.
                              23 Market Street
                              Ipswich, Massachusetts  01938

        (c) Occupation:       President and Chief Executive Officer
                              Ipswich Bancshares, Inc. and Ipswich Savings Bank
                              23 Market Street
                              Ipswich, Massachusetts  01938

        (d) Mr. Grey has not been convicted in a criminal proceeding (excluding
            traffic violations or similar misdemeanors) during the last five
            years.

        (e) Mr. Grey 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 as a
            result of being a party to a civil proceeding  during the last
            five years.

        (f) Citizenship:  United States

Item 3. Source and Amount of Funds or other Consideration

        Mr. Grey's  ownership of the issuer's common stock has increased by more
than 1% since the filing of Amendment No. 3 on Form F-11 with the FDIC in August
1996  primarily  as a result of the grant and  vesting of  options  to  purchase
shares of the issuer's common stock.

Item 4. Purpose of Transaction

        As the President and Chief Executive Officer of the issuer, Mr. Grey has
been  granted  options to purchase  shares of the  issuer's  common  stock.  The
remaining  shares  of the  issuer's  common  stock  owned by Mr.  Grey or family
members were purchased for investment purposes.


                                      -3-
<PAGE>


Item 5. Interest in Securities of the Issuer

        (a) Mr.  Grey is the  beneficial  owner of 354,865  shares of the common
stock of the issuer,  representing  approximately  14.1% of the 2,412,027 shares
outstanding as of June 30, 2000. This amount includes  100,000 shares subject to
exercisable  options,  125,810 shares owned jointly with his wife, 50,740 shares
owned directly by his wife, 1,350 shares held by his wife as custodian for their
children,  33,811 shares held by Mr. Grey in a self-directed  IRA, 24,334 shares
held by Mr.  Grey's wife in a  self-directed  IRA and 18,820  shares held in Mr.
Grey's 401(k) Plan. Mr. Grey disclaims  beneficial  ownership of shares owned by
his wife.

        (b) Mr.  Grey has sole  dispositive  and voting  power  with  respect to
152,631  shares of common  stock and shared  dispositive  and voting  power with
respect to 202,234 shares of common stock.

        (c) On August 14, 2000, Mr. Grey purchased  1,500 shares of the issuer's
Common Stock,  700 of which are held in his IRA and 750 of which are held in his
wife's IRA.

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

        Mr. Grey has no contracts, arrangements, understandings or relationships
(legal or otherwise)  with other  persons with respect to any  securities of the
issuer.

Item 7. Materials to be Filed as 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.

                                                August 17, 2000
                                   ---------------------------------------------
                                                    (Date)


                                                 David L. Grey
                                   ---------------------------------------------
                                                  (Signature)


                                                 David L. Grey
                                   ---------------------------------------------
                                                    (Name)


                                      -4-


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