CIVIC BANCORP
SC 13D/A, 2000-04-13
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. 14)


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


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


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


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


                                 March 15, 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(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:  March 25, 2000                    Signature: /s/  C. Donald Carr
<PAGE>

                                 SCHEDULE 13D

- ----------------------------------------
|  CUSIP No.  N/A                       |                      Page 2 of 2 Pages
- ----------------------------------------

- --------------------------------------------------------------------------------
     NAME OF REPORTING PERSON
1.   SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON

     C. DONALD CARR
     ###-##-####

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

- --------------------------------------------------------------------------------
   NUMBER OF               SOLE VOTING POWER
                   7.      1,186,380     25.2%
    SHARES
                   -------------------------------------------------------------
 BENEFICIALLY              SHARED VOTING POWER
                   8.      -0-
   OWNED BY
                   -------------------------------------------------------------
    EACH                   SOLE DISPOSITIVE POWER
                   9.      1,186,380     25.2%
  REPORTING
                   -------------------------------------------------------------
   PERSON                  SHARED DISPOSITIVE POWER
                   10.     -0-
    WITH
- --------------------------------------------------------------------------------
     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.  1,186,380     25.2%

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

- --------------------------------------------------------------------------------
     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.  1,186,380      25.2%

- --------------------------------------------------------------------------------
     TYPE OF REPORTING PERSON*
14.  IN

- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>

                          ATTACHMENT TO SCHEDULE 13D,
                               AMENDMENT NO. 13
                             Dated March 25, 2000

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
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 judgment,
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
     -------------------------------------------------
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 securities of the issuer for
     ----------------------
investment purposes and has received regulatory approval to acquire up to 30.00%
of the outstanding shares of the issuer. 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 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 1,186,380 shares or 25.2 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 18,100 shares. These shares were
purchased on or about March 15, 2000 at an average price of $13.00 per share.
The purchases were made in the market through a broker/in private negotiated
transaction with Keefe Bruyette.

     (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.
<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:  March 25, 2000                   /s/ C. Donald Carr
                                         -------------------------------------
                                         C. DONALD CARR


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