CIVIC BANCORP
SC 13D, 1998-10-29
STATE COMMERCIAL BANKS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 10)
                                              --

                                                    2101 Webster Street
                                                    14th Floor
  Civic BanCorp                                     Oakland, CA 94612
- --------------------------------------------------------------------------------
                               (Name of Issuer)

                                 COMMON STOCK
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                     NONE
            ------------------------------------------------------
                                (CUSIP Number)

  C. Donald Carr                                    1001 Dry Creek Road
  707 258 1001                                      Napa, CA 94558
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
                                Communications)

                                October 7, 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 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 [_].

  Check the following box if a fee is being paid with the statement [ ]. (A fee
  is not required only if the reporting 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.)

  Note: Six copies of this statement, including all exhibits, should be filed
  with the Commission. See Rule 13d-1(a) 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).

  Date: October 19, 1998                     Signature: /s/ C. Donald Carr
                                                       -----------------------

<PAGE>
 

                                 SCHEDULE 13D
- -----------------------                                  ---------------------
  CUSIP NO.  N/A                                           PAGE 2 OF 2 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          C. DONALD CARR
          525 46 4355
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
                                                                (b) [_]
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 
- ------------------------------------------------------------------------------
      SOURCE OF FUNDS*
 4         PF 
           
- ------------------------------------------------------------------------------
      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(E)                                         [_]
 5    
- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 6    
        U. S. Citizen          
- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     7      864,829        19.5%   
     NUMBER OF            
                             
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      8        -0-
                          
     OWNED BY                    
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     9     864,829         19.5%
    REPORTING             
                         
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          10       -0-
                                 
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11                       864,829           19.5%
      
      
- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12                  
      [_]
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13                       864,829           19.5%                 
                  
- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
14        IN
      
- ------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILING OUT

<PAGE>
 
                          ATTACHMENT TO SCHEDULE 13D,
                               AMENDMENT NO. 10
                            Dated October 20, 1998

     1.   Security and Issuer. This statement relates to the common shares of 
          -------------------
Civic BanCorp, 2101 Webster Street, Oakland, California.

     2.   Identity and Background. This statement is filed by C. Donald Carr, 
          -----------------------
1001 Dry Creek Road, Napa, California. Mr. Carr is engaged in real estate
investment and brokerage. During the last five years he has not been convicted
in any criminal proceeding, nor has he been a party to a civil proceeding of a
judicial or administrative body as a result of which he became subject to any
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. He is a U.S. citizen.

     3.   Source and Amount of Funds or Other Consideration. Funds to be used in
          -------------------------------------------------
making the past and proposed purchases have been and will be derived from 
existing cash and deposits of Mr. Carr.

     4.   Purpose of Transaction. Mr. Carr has acquired and proposes to acquire 
          ----------------------
additional securities of the issuer for investment purposes. Mr Carr 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 any material amount of assets of the 
issuer or of any of its subsidiaries; (d) any change in the present board of 
directors or management of the issuer; (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
<PAGE>
 
structure: (g) changes in the issuer's charter, bylaws or instruments 
corresponding thereto or other actions which may impede the acquisition of 
control or other 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 1934: or (j) any action similar to any of those 
enumerated above.

     Mr Carr is a member of the issuer's executive committee.

     5.   Interest in Securities of the Issuer.
          ------------------------------------

          (a)  Mr Carr currently owns 864,829 shares or 19.5% percent of shares 
outstanding, of common stock of the issuer.

          (b)  Mr Carr holds sole voting power with respect to the shares owned 
by him.

          (c)  During the past 60 days or since the most recent filing on
Schedule 13D, whichever is less, Mr Carr has purchased 141,100 shares. These
shares were purchased on or about October 7, 1998 through October 27, 1998 at an
average price of $12.98 per share. The purchases were made in the market through
a broker/in private negotiated transaction with Cantor-Fitzgerald.

          (d)  No other person has the right to receive or the power to direct 
the receipt of dividends from, or the proceeds from the sale of, such
securities.

          (e)  Mr Carr remains the beneficial owner of more than 5 percent of 
the securities of issuer.

     6.   Contracts, Arrangements, Understandings or Relationships with Respect 
          ---------------------------------------------------------------------
to Securities of the Issuer. Mr Carr has no contracts, arrangements, 
- ---------------------------
understandings, or relationships (legal or otherwise) with any other person with
respect to any securities of the issuer.

                                       2
<PAGE>
 
7.   Material to be Filed as Exhibits.  No exhibits are included with this 
     --------------------------------
filing. 

     Under reasonable inquiry and to the best of my knowledge and belief, I 
hereby certify that the information set forth in this statement is true, 
complete and correct.

Dated: October 29, 1998

                                                              /s/ C. Donald Carr
                                                              ------------------
                                                              C. DONALD CARR

                                       3


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