UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
COMSOUTH BANKSHARES, INC.
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(Name of Issuer)
Common
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(Title of Class of Securities)
205648108
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(CUSIP Number)
H. Jerry Shearer, P. O. Box 7574, Columbia, S.C., 29202 (803) 749-7888
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 30, 1997
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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: 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).
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SCHEDULE 13D
CUSIP NO. 205648108 PAGE 2 OF 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry Zucker
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
AF
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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
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
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8. SHARED VOTING POWER
100,540
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9. SOLE DISPOSITIVE POWER
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10. SHARED DISPOSITIVE POWER
100,540
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,540
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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14. TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 205648108 PAGE 3 OF 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Jerry Shearer
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
AF, PF, BK
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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
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
53,348
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8. SHARED VOTING POWER
100,540
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9. SOLE DISPOSITIVE POWER
53,348
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10. SHARED DISPOSITIVE POWER
100,540
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,888
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14. TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 205648108 PAGE 4 OF 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mid-Atlantic Investors
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
WC
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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
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
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8. SHARED VOTING POWER
100,540
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9. SOLE DISPOSITIVE POWER
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10. SHARED DISPOSITIVE POWER
100,540
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,540
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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14. TYPE OF REPORTING PERSON*
PN
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<PAGE>
Schedule 13D Page 5 of 7 Pages
Item 1. Security and Issuer
Common stock of ComSouth Bankshares, Inc., 1350 Main Street, Columbia,
South Carolina 29201 (the "Issuer").
Item 2. Identity and Background
Mid-Atlantic Investors ("Mid-Atlantic") is a general partnership organized
under the laws of the state of South Carolina for the purpose of investing in
financial institutions. Its address is Post Office Box 7574, Columbia, South
Carolina 29202. Messrs Zucker and Shearer are the partners of Mid-Atlantic.
Mid-Atlantic has not, during the last five years, been convicted in a criminal
proceeding or been a party to a civil proceeding.
Jerry Zucker is a natural person who resides at 16 Buckingham Drive,
Charleston, South Carolina 29407. Mr. Zucker is the chief executive officer of
The InterTech Group, Inc., Post Office Box 5205, North Charleston, South
Carolina 29406. Mr. Zucker has not, during the last five years, been convicted
in a criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to any judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, state or federal securities
laws or finding any violation with respect to such laws. Mr. Zucker is a citizen
of the State of South Carolina and the United States of America.
H. Jerry Shearer is a natural person residing at 289 Hunters Blind Drive,
Columbia, South Carolina 29212. His principal occupation is as managing partner
of Mid-Atlantic. Mr. Shearer has not, during the last five years, been convicted
in any criminal proceeding or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which 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. Mr. Shearer is a citizen of
the State of South Carolina and the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
46,575 of the shares of common stock as to which this filing relates were
purchased with personal funds by Mr. Zucker and Mr. Shearer. The interest of
Mid- Atlantic and Mr. Shearer in such shares is as a result of the formation of
the partnership to which Mr. Zucker has assigned 34,500 shares and Mr. Shearer
has assigned 12,190 shares. In 1992 32,283 shares were purchased for $276,181
from working capital of Mid-Atlantic. Mid-Atlantic purchased an additional
12,427 shares in 1996 for $156,641 from working capital. As the result of a 10%
stock dividend those shares now total 100,540. Mr. Shearer purchased an
additional 38,000 shares in 1997 for $684,000.00 using personal funds. Mr.
Shearer expects to borrow some of the funds for such purchase from a commercial
bank in the ordinary course of its business.
Item 4. Purpose of Transaction
The purpose of the acquisitions of the securities by Mid-Atlantic and Mr.
Shearer is for investment and to take actions which may enhance the value of the
securities as an investment. Mid-Atlantic and/or Mr. Shearer may acquire or
dispose of additional securities through open market purchases or privately
negotiated transactions. Mr. Shearer has an option to acquire 35,590 shares of
the common stock of the Issuer 61 days after his compliance with the Change in
Bank Control Act or a determination that such compliance is not required. If the
option is exercised Mr. Shearer will be the beneficial owner of 189,478 shares
or 12.3% of the common stock of the Issuer. Mr.
<PAGE>
Schedule 13D Page 6 of 7 Pages
Shearer was formerly a director of the Issuer, but declined to stand for
reelection at the 1993 meeting of shareholders and his term expired at that
meeting.
Item 5. Interest in Securities of the Issuer
Mid-Atlantic, Mr. Zucker and Mr. Shearer together beneficially own 100,540
shares or 6.5% of the common stock of the Issuer. They share both voting and
dispositive power of those shares.
On June 30, 1997, Mr. Shearer bought 38,000 shares of the common stock of
the Issuer at $18.00 per share. The purchase was a privately negotiated
transaction. The gross purchase price was $684,000.
In addition, Mr. Shearer owns 14,772 shares and has presently exercisable
options to acquire 553 shares of the common stock of the Issuer. Mr. Shearer
also has sole voting and dispositive power over 23 shares with respect to which
he is custodian for the benefit of a member of his family. Mr. Shearer disclaims
beneficial ownership of those 23 shares.
Mr. Zucker disclaims beneficial ownership of 53,348 shares owned by Mr.
Shearer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
100,540 of the shares of common stock of the Issuer as to which this filing
relates is partnership property. As such, they will be voted and/or disposed of
by the partnership pursuant to the vote of the partners. Any income or loss
recognized by the partnership in connection with the ownership or disposition of
such securities will be divided between the partners in accordance with the
partnership agreement.
Mr. Shearer has options to acquire an additional 35,590 shares of the
common stock of the issuer for a price equal $640,620.00 plus interest on such
amount at the rate of 2% over prime from June 30, 1997. The option may not be
exercised until 61 days after Mr. Shearer has complied with the requirements of
the Change in Bank Control Act or such compliance has been determined not to be
necessary.
Item 7. Material to be Filed as Exhibits
(a) Copy of the written agreement relating to the filing of joint
acquisition statements. (Previously filed)
<PAGE>
Schedule 13D Page 7 of 7 Pages
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify the information set forth in this amended statement is true, complete
and correct.
MID ATLANTIC INVESTORS
July 7, 1997 By: /s/Jerry Zucker*
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Jerry Zucker, Partner
July 7, 1997 By: /s/H. Jerry Shearer
---------------------------------
H. Jerry Shearer, Partner
July 7, 1997 /s/Jerry Zucker*
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Jerry Zucker
July 7, 1997 /s/H. Jerry Shearer
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H. Jerry Shearer
*by H. Jerry Shearer
Attorney-in-fact
