EUFAULA BANCORP INC
SC 13D, 1998-08-14
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



                               EUFAULA BANCCORP, INC.
             ----------------------------------------------------
                                (Name of Issuer)



                    COMMON STOCK, PAR VALUE $1.00 PER SHARE
                   -------------------------------------------
                         (TITLE OF CLASS OF SECURITIES)


                                   29816N102
          ----------------------------------------------------------
                                 (CUSIP NUMBER)



                     MICHAEL C. DIXON, POST OFFICE BOX 280
                      EUFAULA, ALABAMA 36072   (334)687-8204
                  -----------------------------------------------
                      (NAME, ADDRESS AND TELEPHONE NUMBER
                        OF PERSON AUTHORIZED TO RECEIVE
                          NOTICES AND COMMUNICATIONS)


                                AUGUST 19, 1997
           --------------------------------------------------------
                         (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 [ ].

*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).




<PAGE>
 
                                 SCHEDULE 13D

CUSIP No.   29816N102                                          Page 2 of 2 Pages
         ---------------

- --------------------------------------------------------------------------------
1   NAMES OF REPORTING PERSONS
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

    Michael C. Dixon
- --------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) [ ]
                                                                       (b) [X]

- --------------------------------------------------------------------------------
3   SEC USE ONLY

- --------------------------------------------------------------------------------
4   SOURCE OF FUNDS*

    PF
- --------------------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
    2(d) or 2(E)           [ ]


- --------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION

         United States
- --------------------------------------------------------------------------------
               7   SOLE VOTING POWER

  NUMBER OF        279,806  
   SHARES      -----------------------------------------------------------------
BENEFICIALLY   8   SHARED VOTING POWER 
   OWNED BY       
    EACH           13,343
  REPORTING    -----------------------------------------------------------------
   PERSON      9   SOLE DISPOSITIVE POWER
    WITH              
                   279,806  
               -----------------------------------------------------------------
               10  SHARED DISPOSITIVE POWER

                   13,343
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     293,149    
- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  [ ]
      
         
- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     11.19   
- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

     IN    
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
         INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
     (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


                                   Page 2 of 2

<PAGE>
 
     This Statement is filed by Michael C. Dixon, a Director of Eufaula
BancCorp, Inc. (the "Company").  The Company is the issuer to which this
Schedule 13D relates.  The Company filed a registration statement on Form 10-SB
on August 19, 1997.


Item 1.  Security and Issuer

         Common Stock
         Par Value $1.00 Per Share
         Eufaula BancCorp, Inc.
         218-220 Broad Street
         Eufaula, Alabama 36072

Item 2.  Identity and Background

         (a)  Michael C. Dixon

         (b)  M.C. Dixon Lumber Company
              Post Office Box 280
              Eufaula, Alabama 36072

         (c)  Secretary-Treasurer, M.C.
              Dixon Lumber Company
              Post Office Box 280
              Eufaula, Alabama 36072

         (d)  Not Applicable.

         (e)  Not Applicable.

         (f)  United States.

Item 3.  Source and Amount of Funds or Other Consideration.

              Mr. Dixon beneficially owns 293,149 shares of Company Common
         Stock. Mr. Dixon also has acquired, and plans to continue to acquire,
         shares pursuant to the director stock purchase plan of the Company and
         through open market purchases. Such acquisitions will be made with
         personal funds.

Item 4.  Purpose of Transaction

              Mr. Dixon serves as a Director of the Company and he has owned
         most of his shares of Company Common Stock for several years prior to

                                       2
<PAGE>
 
         the time the Company became a reporting company under the Securities
         Exchange Act of 1934. Mr. Dixon believes that the shares are a sound
         investment, and he plans to acquire additional shares in the future.
         Mr. Dixon has voted, and plans to continue to vote, his shares in favor
         of his election and the election of other management nominees to the
         board of directors of the Company.

Item 5.  Interest of Securities in the Issuer.

         (a)   Mr. Dixon owns 293,149 shares representing 11.19 percent of the
               outstanding shares of the Company's common stock. Such shares
               include 9,249 shares owned by his wife, 4,094 shares out of a
               total of 8,188 shares owned by the M.C. Dixon Testamentary Trust,
               as to which Mr. Dixon serves as co-trustee with his brother,
               Robert M. Dixon, and 12,324 shares held as custodian for Mr.
               Dixon's children.

         (b)   Mr. Dixon has sole power to vote and to dispose of such shares
               except for the shares held by his wife and the shares held by the
               trust described in Item 5(a) above over which Mr. Dixon has
               shared voting and investment powers.

         (c)   During the last 60 days, Mr. Dixon has acquired 36 shares at a
               price of $15.82 per share pursuant to the Company's director
               stock purchase plan. On April 24, 1998, Mr. Dixon acquired 48,605
               shares at a price of $14.00 per share in a public offer of the
               Company's common stock.
               
         (d)   Not Applicable.

         (e)   Not Applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationship with Respect to
         Securities of the Issuer.

              Mr. Dixon's brother, Robert M. Dixon, beneficially owns 279,328
         shares, representing 10.66 percent, of the Company's Common Stock. Such
         shares are not included in this Schedule 13D as shares beneficially
         owned by Michael C. Dixon. Michael C. Dixon disclaims any beneficially
         ownership interest in the shares owned by his brother. Although it is
         likely that Robert M. Dixon and Michael C. Dixon would vote their
         shares of Company Common Stock similarly, they have no contracts,
         arrangements or commitments regarding the voting of their shares,
         except that each serves as a co-trustee of the M.C. Dixon Testamentary
         Trust which owns 8,188 shares of Company Common Stock and each person
         must agree as to how such trust will vote such shares. Robert M. Dixon
         is also filing a Schedule 13D representing the shares of Company Common
         Stock beneficially owned by him.

                                       3
<PAGE>
 
Item 7.  Material to be Filed as Exhibits.

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


         August 5, 1998.



         /s/ Michael C. Dixon
         ---------------------
         Michael C. Dixon

                                       4


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