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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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)
May 10, 1999
_______________________________________________________________
(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: May 10, 1999 Signature: /s/ C. Donald Carr
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SCHEDULE 13D
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CUSIP NO. N/A PAGE 2 OF 2 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. DONALD CARR
###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S. CITIZEN
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SOLE VOTING POWER
7 952,240 20.0%
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 -0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9 952,240 20.0%
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 -0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 952,240 20.0%
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 952,240 20.0%
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TYPE OF REPORTING PERSON*
14 IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ATTACHMENT TO SCHEDULE 13D,
AMENDMENT NO. 10
Dated May 10, 1999
1. Security and Issuer. This statement relates to the common shares of Civic
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BanCorp, 2101 Webster Street, Oakland, California.
2. Identity and Background. This statement is filed by C. Donald Carr, 1001
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Dry Creek Road, Napa, California. Mr. Carr is engaged in real estate investment
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
violations 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
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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
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additional securities of the issuer for investment purposes. Mr. Carr has no
plans or proposals which relate 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 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 registrant pursuant to Section
12(g)(4) of the Securities Exchange Act of 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.
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(a) Mr. Carr currently owns 952,240 shares or 20.0 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 43,795 shares. These shares were
purchased on or about April 27, 1999 through May 10, 1999 at an average price
of $13.25 per share. The purchases were made in 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 issuer.
6. Contracts, Arrangements, Understandings or Relationships with Respect to
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Securities of the Issuer. Mr. Carr has no contracts, arrangements,
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understandings, or relationships (legal or otherwise) with any other person with
respect to any securities of the issuer.
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7. Material to be Filed as Exhibits. No exhibits are included with this
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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: May 10, 1999 /s/ C. Donald Carr
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C. DONALD CARR
