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SCHEDULE 13D - INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A).*
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*As amended by Releases No.34-15457, dated January 4, 1979, effective February
14, 1979 (as corrected by Release No. 34-15457A, dated February 25, 1979) and
No. 34-14384, dated November 29, 1979, effective January 5, 1980. - Editor.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
EAGLE BANCSHARES, INC.
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(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
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(Title of Class of Securities)
26942C-10-9
(CUSIP Number)
W. THOMAS KING, ESQ.
C/O SMITH, GAMBRELL & RUSSELL, LLP
SUITE 3100, PROMENADE II
1230 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
MARCH 12, 1998
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(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
[ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 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 and
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.)
(Continued on following page(s))
Page 1 of 8 Pages
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CUSIP No. 26942-C-10-9 13D Page 2 of 8 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
DAVID R. SERRATO
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
(3) SEC Use Only
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(4) SOURCE OF FUNDS*
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
UNITED STATES
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(7) Sole Voting Power
Number of
Shares -0- SHARES
Beneficially --------------------------------------------------------
Owned by (8) Shared Voting Power
Each
Reporting 7,000 SHARES
Person With --------------------------------------------------------
(9) Sole Dispositive Power
-0- SHARES
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(10) Shared Dispositive Power
7,000 SHARES
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,000 SHARES
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
.12%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.26942-C-10-9 13D Page 3 of 8 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
J.C. SERRATO, JR., M.D.
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
(3) SEC Use Only
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(4) SOURCE OF FUNDS*
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
UNITED STATES
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(7) Sole Voting Power
Number of
Shares 274,300 SHARES
Beneficially --------------------------------------------------------
Owned by (8) Shared Voting Power
Each
Reporting -0- SHARES
Person With --------------------------------------------------------
(9) Sole Dispositive Power
274,300 SHARES
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(10) Shared Dispositive Power
-0- SHARES
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
274,300 SHARES
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
4.79 %
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 26942-C-10-9 13D Page 4 of 8 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
or I.R.S. Identification Nos. of Above Persons (Entities Only)
WARWICK A. JOHNSTON
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
(3) SEC Use Only
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(4) SOURCE OF FUNDS*
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
UNITED STATES
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(7) Sole Voting Power
Number of
Shares -0-
Beneficially --------------------------------------------------------
Owned by (8) Shared Voting Power
Each
Reporting -0-
Person With --------------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0 %
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Statement") relates to the shares
of the common stock, $1.00 par value (the "Common Stock") of Eagle Bancshares,
Inc., a Georgia corporation (the "Issuer") whose principal executive offices are
located at Main Street, Tucker, Georgia 30085-0086.
This Statement also serves as Amendment No. 5 to the Schedule 13D,
dated February 21, 1991, as amended, filed by J. C. Serrato, Jr., M.D.; and,
thereby, further serves as notice that the Reporting Persons (as defined below)
are no longer required to report, individually or collectively, their beneficial
ownership of the Issuer's equity securities on Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by J. C. Serrato, Jr., M.D., ("Dr.
Serrato"), Warwick A. Johnston ("Mr. Johnston") and David R. Serrato ("Mr.
Serrato"). The foregoing persons are hereinafter referred to as the "Reporting
Persons."
Any disclosures made herein with respect to persons other than the
Reporting Persons are made on information and belief.
Dr. Serrato, Mr. Johnston and Mr. Serrato formed the Committee To
Enhance Shareholder Value (the "Shareholders' Committee") of the Issuer, by oral
agreement, on or before July 19, 1993, to facilitate the solicitation of proxies
for the election of two persons to the Board of Directors of the Issuer at the
1993 Annual Meeting of Shareholders and any adjournments or postponements
thereof.
Effective March 12, 1998, the Reporting Persons have terminated such
agreement and, therefore, the existence of the Shareholders' Committee.
Moreover, since the most recent amendment to the Schedule 13D, filed by the
Reporting Persons on July 19, 1993 ("Amendment No. 4"), the Issuer, by means of
a secondary offering in February of 1996 of up to 1,300,000 shares of its Common
Stock, the acquisition of Southern Crescent Financial Corp. in October, 1996,
upon the issuance of up to 1,108,889 shares of its Common Stock, and the
issuance in October of 1996 of up to 200,000 shares of its Common Stock pursuant
to the Issuer's Dividend Reinvestment and Stock Purchase Plan, has increased the
aggregate number of the shares of its Common Stock which are outstanding,
resulting in substantial dilution of the beneficial ownership of the Reporting
Persons. As a result of such dilution, none of the Reporting Persons,
individually or in the aggregate, beneficially own greater than 5% of the
Issuer's outstanding Common Stock. Therefore, the Reporting Persons are no
longer required to report, individually or collectively, their beneficial
ownership of the Issuer's equity securities on Schedule 13D.
(b) and (c)
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The principal address of Dr. Serrato is Columbus Orthopedic Clinic,
P.C., 2200 Hamilton Road, P.O. Drawer 9456, Columbus, Georgia 31904. Dr. Serrato
is an orthopedic surgeon.
The principal business address of Mr. Johnston is Kaltek, Inc., 2310
Peachford Road, Atlanta, Georgia 30338. Mr. Johnston is employed as the
Executive Vice President of Kaltek, Inc., a technical management consulting
firm.
The principal business address of Mr. Serrato is Lamon & Stern, Inc.,
1950 North Park Place, Suite 100, Atlanta, Georgia 30339-2044. Mr. Serrato is
employed as a financial consultant.
(d) None of the Reporting Persons, during the last five years, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons, during the last five years, has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was, or is, subject to a
judgment, 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.
(f) Each of the Reporting Persons is a citizen of the United States.
ITEM 3. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) and (b)
Mr. Serrato beneficially owns 7,000 Shares (or approximately .12%) of
the issued and outstanding shares of the Issuer's Common Stock, as a trustee and
beneficiary of an irrevocable, testamentary trust (the "Trust"). Mr. Serrato is
a trustee of the Trust and, as such, shares voting control of the shares owned
by the Trust. Mr. Johnston owns no shares, although his wife, as a beneficiary
under the Trust, is the beneficial owner of 1,000 shares of the 7,000 shares
owned by the Trust. Mr. Johnston also hereby expressly declares that the filing
of this Statement shall not be construed as an admission that he is the
beneficial owner of any of the shares covered by this Statement. Dr. Serrato
beneficially owns 274,300 shares of the Issuer's Common Stock, which is
approximately 4.79% of the issued and outstanding shares of the Issuer's Common
Stock. Dr. Serrato has the sole power to vote or to direct a vote and to dispose
of or to direct the disposition of 274,300 shares of the Issuer's Common Stock.
(c) Within the past sixty days, none of the Reporting Persons has
purchased or sold any shares of the Issuer's Common Stock.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting
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Person, has the right to receive, or the power to direct receipt of, dividends
from, or proceeds from the sale of, the shares of the Issuer's Common Stock
owned by such Reporting Person.
(e) On February 12, 1996, the Issuer registered 1,300,000 shares of its
Common Stock on a Registration Statement on Form S-2 in connection with a
secondary offering. In addition, on October 23, 1996, the Issuer registered
1,108,889 shares of its Common Stock on a Registration Statement on Form S-4 in
connection with the acquisition of Southern Crescent Financial Corp. Further, on
October 24, 1996, the Issuer registered 200,000 shares of its Common Stock on a
Registration Statement on Form S-3 in connection with the Issuer's Dividend
Reinvestment and Stock Purchase Plan. The issuance by the Issuer of its Common
Stock in the foregoing transactions resulted in the substantial dilution of each
of Dr. Serrato's and Mr. Serrato's beneficial ownership thereof. As a result of
such dilution, none of the Reporting Persons, individually or in the aggregate,
beneficially own greater than 5% of the Issuer's outstanding Common Stock.
Therefore, the Reporting Persons are no longer required to report, individually
or collectively, their beneficial ownership of the Issuer's equity securities on
Schedule 13D.
ITEM 4. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Dr. Serrato, Mr. Johnston and Mr. Serrato formed the Shareholders'
Committee, by oral agreement, on or before July 19, 1993, to facilitate the
solicitation of proxies for the election of the Shareholders' Committee nominees
to the Board of Directors of the Company at the Annual Meeting. On or about July
19, 1993, Mr. Serrato and Mr. Johnston orally indicated their respective
willingness to become a Nominee of the Shareholders Committee for election to
the Board of Directors at the Annual Meeting. Effective March 12, 1998, Dr.
Serrato, Mr. Johnston and Mr. Serrato have terminated their agreement and,
therefore, the existence of the Shareholders' Committee. Apart from the above,
there are no contracts, arrangements, understandings or relationships between or
among the Reporting Persons and any other person with respect to any securities
of the Issuer.
ITEM 5. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed with this Schedule 13D:
Exhibit 1 Joint Filing Agreement dated March 12, 1998,
pursuant to Rule 13d-1(k)(1)
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: March 12, 1998
By: /s/ J. C. Serrato, Jr., M.D.
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J. C. Serrato, Jr., M.D.
Date: March 12, 1998
By: /s/ Warwick A. Johnston
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Warwick A. Johnston
Date: March 12, 1998
By: /s/ David R. Serrato
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David R. Serrato
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EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1), J.C. Serrato, Jr., M.D., Warwick A.
Johnston and David R. Serrato agree this March 12, 1998 to jointly file
statements containing information required by Schedule 13D under the Securities
and Exchange Act of 1934 with respect to the securities of Eagle Bancshares,
Inc., a Georgia corporation, and each of them acknowledges and agrees that such
statements on Schedule 13D, to which this Joint Filing Agreement is attached as
Exhibit 1, shall be deemed filed on behalf of each of them, including any
amendments to Schedule 13D, and that for such a purpose each of them hereby
appoints W. Thomas King, as attorney-in-fact, with full power of substitution,
to execute and file, in the name and on behalf of each of the Reporting Persons,
any and all such statements on Schedule 13D and any amendments thereto.
This Agreement may be terminated for any reason by any party hereto
immediately upon not less than five days prior written notice given by personal
delivery or mailed by postage prepaid, certified mail, return receipt requested
to the other parties hereto. This Agreement may be executed in counterparts,
each of taken together shall constitute one and the same instrument.
Date: March 12, 1998
/s/ J. C. Serrato, Jr., M.D.
-----------------------------------
J.C. Serrato, Jr., M.D.
/s/ Warwick A. Johnston
-----------------------------------
Warwick A. Johnston
/s/ David R. Serrato
-----------------------------------
David R. Serrato
9
