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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Central Bancorporation, Inc.
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(Name of Issuer)
Common Stock, $2.50 par value
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(Title of Class of Securities)
88268M103
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* 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 the disclosures provided in a prior cover page.
The information required in 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 1 of 12 Pages
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CUSIP No. 88268M103 13G Page 2 of 12 Pages
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1. Name of Reporting Person: Thompson Financial, Ltd. (Note: This
partnership was dissolved on September 14, 1995 by the filing of a
Certificate of Cancellation of Certificate of Limited Partnership with the
Texas Secretary of State.)
I.R.S. Identification No. of above person: Not applicable.
2. Check the appropriate box if a member of a group: (a) [ ]
(b) [ ]
3. SEC use only
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4. Citizenship or place of organization: Not applicable. The partnership was
dissolved on September 14, 1995.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole voting power: 0
6. Shared voting power: 0
7. Sole dispositive power: 0
8. Shared dispositive power: 0
9. Aggregate amount beneficially owned by each reporting person: 0
10. Check box if the aggregate amount in row (9) excludes certain
shares: [ ]
11. Percent of class represented by amount in row 9: 0%
12. Type of reporting person: Not applicable. The partnership was dissolved
on September 14, 1995.
Page 2 of 12 Pages
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CUSIP No. 88268M103 13G Page 3 of 12 Pages
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1. Name of Reporting Person: Fred D. Thompson
I.R.S. Identification No. of above person: ###-##-####
2. Check the appropriate box if a member of a group: (a) [ ]
(b) [ ]
3. SEC use only
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4. Citizenship or place of organization: U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole voting power: 177,902
6. Shared voting power: 476,542
7. Sole dispositive power: 177,902
8. Shared dispositive power: 476,542
9. Aggregate amount beneficially owned by each reporting person: 654,444
10. Check box if the aggregate amount in row (9) excludes certain
shares: [ ]
11. Percent of class represented by amount in row 9: 25.01%
12. Type of reporting person: IN
Page 3 of 12 Pages
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CUSIP No. 88268M103 13G Page 4 of 12 Pages
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1. Name of Reporting Person: Alice Rhea Thompson (Estate of)
I.R.S. Identification No. of above person: ###-##-####
2. Check the appropriate box if a member of a group: (a) [ ]
(b) [ ]
3. SEC use only
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4. Citizenship or place of organization: U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole voting power: 0
6 . Shared voting power: 0
7. Sole dispositive power: 0
8. Shared dispositive power: 0
9. Aggregate amount beneficially owned by each reporting person: 0
10. Check box if the aggregate amount in row (9) excludes certain
shares: [ ]
11. Percent of class represented by amount in row 9: 0%
12. Type of reporting person: OO (Estate)
Page 4 of 12 Pages
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CUSIP No. 88268M103 13G Page 5 of 12 Pages
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1. Name of Reporting Person: F. D. Thompson, Jr.
I.R.S. Identification No. of above person: ###-##-####
2. Check the appropriate box if a member of a group: (a) [ ]
(b) [ ]
3. SEC use only
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4. Citizenship or place of organization: U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole voting power: 32,876
6. Shared voting power: 1,197
7. Sole dispositive power: 32,876
8. Shared dispositive power: 1,197
9. Aggregate amount beneficially owned by each reporting person: 34,073
10. Check box if the aggregate amount in row (9) excludes certain
shares: [ ]
11. Percent of class represented by amount in row 9: 1.30%
12. Type of reporting person: IN
Page 5 of 12 Pages
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CUSIP No. 88268M103 13G Page 6 of 12 Pages
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1. Name of Reporting Person: J. Andy Thompson
I.R.S. Identification No. of above person: ###-##-####
2. Check the appropriate box if a member of a group: (a) [ ]
(b) [ ]
3. SEC use only
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4. Citizenship or place of organization: U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole voting power: 93,091
6. Shared voting power: 69,376
7. Sole dispositive power: 93,091
8. Shared dispositive power: 69,376
9. Aggregate amount beneficially owned by each reporting person: 162,467
10. Check box if the aggregate amount in row (9) excludes certain
shares: [ ]
11. Percent of class represented by amount in row 9: 6.18%
12. Type of reporting person: IN
Page 6 of 12 Pages
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CUSIP No. 88268M103 13G Page 7 of 12 Pages
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1. Name of Reporting Person: C. Rhea Thompson
I.R.S. Identification No. of above person: ###-##-####
2. Check the appropriate box if a member of a group: (a) [ ]
(b) [ ]
3. SEC use only
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4. Citizenship or place of organization: U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole voting power: 32,601
6. Shared voting power: 3,109
7. Sole dispositive power: 32,601
8. Shared dispositive power: 3,109
9. Aggregate amount beneficially owned by each reporting person: 35,710
10. Check box if the aggregate amount in row (9) excludes certain
shares: [ ]
11. Percent of class represented by amount in row 9: 1.36%
12. Type of reporting person: IN
Page 7 of 12 Pages
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AMENDMENT NO. 9 TO
SCHEDULE 13G
This Statement is a ninth amendment to the original Schedule 13G filed by
the Reporting Persons with the SEC on February 16, 1988. Until Thompson
Financial, Ltd. distributed its shares of the Issuer to its general and limited
partners on June 28, 1995, the Reporting Persons were a group as defined in
(S)13(g) of the Securities Exchange Act of 1934. This is the final amendment to
this Schedule 13G. The Reporting Persons are no longer a group and are either
below five percent (5%) beneficial ownership or no longer a person listed in
Rule 13d-1(b)(1)(ii).
ITEM 1(A). NAME OF ISSUER:
Central Bancorporation, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
777 W. Rosedale
Fort Worth, Texas 76104
ITEM 2(A). NAME OF PERSON FILING:
The persons filing (the "Reporting Persons") were a group including five
individuals and a limited partnership of which all of the individuals were
general partners. The names of the Reporting Persons are listed on Exhibit
"A" attached.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
See attached Exhibit "A."
ITEM 2(C). CITIZENSHIP:
See attached Exhibit "A."
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $2.50 par value
ITEM 2(E). CUSIP NO.:
88268M103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b):
This Statement is not filed pursuant to Rules 13d-1(b) or 13d-2(b).
Page 8 of 12 Pages
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ITEM 4. OWNERSHIP:
See attached Exhibit "A" for beneficial ownership information of the
Reporting Persons. Effective June 28, 1995, Thompson Financial, Ltd.
distributed its shares of the Issuer to its general and limited partners,
and on September 14, 1995 was dissolved by the filing of a Certificate of
Cancellation of Certificate of Limited Partnership with the Texas Secretary
of State.
ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS:
This statement is being filed to report that as of June 28, 1995 the
Reporting Persons ceased to be a group due to the distribution by Thompson
Financial, Ltd. of its shares of the Issuer to its general and limited
partners on that date.
ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
No other persons are 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
securities reported as beneficially owned by, the Reporting Persons, other
than the respective beneficiaries of the trusts for which Mr. Fred D.
Thompson serves as trustee.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
A parent holding company has not filed this schedule. Therefore, this item
is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Exhibit "A" attached hereto states the identity of each former member of
the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
The group has been dissolved due to the distribution by Thompson Financial,
Ltd. of its shares of the Issuer to its general and limited partners on
June 28, 1995. On September 14, 1995 Thompson Financial, Ltd. filed a
Certificate of Cancellation of Certificate of Limited Partnership with the
Texas Secretary of State. All further filings with respect to transactions
in securities of the Issuer will be filed, if required, by the former
members of the group in their individual capacities.
ITEM 10. CERTIFICATION:
This Statement is not filed pursuant to Rule 13d-1(b).
Page 9 of 12 Pages
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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.
Thompson Financial, Ltd.
Dated: February 14, 1996 By:/s/ J. Andy Thompson
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J. Andy Thompson, General Partner
Dated: February 14, 1996 /s/ Fred D. Thompson
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Fred D. Thompson
Dated: February 14, 1996 /s/ J. Andy Thompson
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Estate of Alice Rhea Thompson,
by J. Andy Thompson, Independent
Executor
Dated: February 14, 1996 /s/ F. D. Thompson, Jr.
---------------------------------------
F. D. Thompson, Jr.
Dated: February 14, 1996 /s/ J. Andy Thompson
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J. Andy Thompson
Dated: February 14, 1996 /s/ J. Andy Thompson
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C. Rhea Thompson by J. Andy
Thompson as Attorney-in-Fact
Page 10 of 12 Pages
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
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A Reporting Persons and Beneficial Ownership 12
B Delegation of Authority to Substitute Attor-
ney-in-Fact, with attached Power of Attorney
(incorporated herein by reference to Exhibit
B to the Schedule 13G filed by the Reporting
Persons on February 14, 1995)
Page 11 of 12 Pages
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EXHIBIT A
REPORTING PERSONS AND BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
Address of
Principal
Business Amount
Name of Office or Beneficially Percent Number of Shares as
Person Filing Residence Citizenship Owned of Class to Which Such Person Has
- --------------------------- ---------- ----------- ------------ -------- ------------------------------------------------
Sole Shared Sole Power Shared Power
Power to Power to Dispose or to Dispose
Vote or Vote or to Direct or to Direct
to to the the
Direct Direct Disposition Disposition
Vote Vote of of
--------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thompson Financial, Ltd. Not Not 0 0 0 0 0 0
applicable applicable
(dissolved)
Fred D. Thompson 401 Hazelwood USA 654,444 25.01% 177,902 476,542 177,902 476,542
Fort Worth,
TX 76107
(Residence)
Estate of Alice Rhea 777 W. Not 0 0 0 0 0 0
Thompson Rosedale applicable
Fort Worth,
TX 76104
Frederick Dickson Thompson, 777 W. USA 34,073 1.30% 32,876 1,197 32,876 1,197
Jr. Rosedale
Fort Worth,
TX 76104
John Andrew Thompson 777 W. USA 162,467 6.18% 93,091 69,376 93,091 69,376
Rosedale
Fort Worth,
TX 76104
Cleaves Rhea Thompson P.O. Box 9557 USA 35,710 1.36% 32,601 3,109 32,601 3,109
Fort Worth,
TX 76147
</TABLE>
Page 12 of 12 Pages
