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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)
Sandwich Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
800217101000
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(CUSIP Number)
John Sheldon Cark
430 Park Avenue, Suite 1800
New York, New York 10022
(212) 319-0881
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(Name, address and telephone number of person
authorized to receive notices and communications)
October 22, 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. [ ]
Check the following box if a fee 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). <PAGE>
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SCHEDULE 13D
CUSIP No. 800217101000 Page 2 of 5 Pages
1. Name of reporting person S.S. or I.R.S. Identification No.
of the above person.
John Sheldon Clark
####-##-####
2. Check the appropriate box if a member of a group:
(a) [ ]
(b) [ ]
3. SEC use only:
4. Sources 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
Number of 7. Sole Voting Power: 102,120 shares
shares
beneficially 8. Shared Voting Power:
owned by
each 9. Sole Dispositive Power: 102,120 shares
reporting
person with 10. Shared Dispositive Power:
11. Aggregate amount beneficially owned by each reporting
person:
102,120 shares
12. Check box if the aggregate amount in Row (11)
excludes certain shares: [ ]
13. Percent of class represented by amount in Row (11):
5.0%
14. Type of reporting person: IN<PAGE>
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Page 3 of 5 Pages
Item 1. Security and Issuer.
The title of the class of equity securities to which this
statement relates is Common Stock of Sandwich Bancorp Inc. (the
Company). The address of the principal executive office of the
Company is 100 Old Kings Highway, Sandwich, Massachusetts 02563.
Item 2. Identity and Background.
The name, address and background of the person filing this
statement is as follows:
(a) John Sheldon Clark
(b) Residence address: 6102 East Mockingbird, #622,
Dallas, Texas 75214
(c) Office address; 430 Park Avenue, Suite 1800
New York, N.Y. 10022
(d) Present principal occupation: individual investor.
(e) Report Person, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), nor 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) The reporting person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used or to be used in making purchases
of securities is personal funds of John Sheldon Clark and
personal funds of his wife, Marguerite J. Clark, and funds of a
Charitable Foundation, and Trust funds; no part of the
consideration obtained for the purpose of acquiring, holding,
trading or voting the securities is or will be borrowed. The
total consideration for the 23,500 shares acquired personally to
date by Mr. Clark is $514,175.00. To date, personal funds of
Marguerite J. Clark were used to purchase shares; funds of Clark
Family Foundation, Inc. were used to purchase shares; funds in
the three Trusts entitled "Trust under the Will of Charles M.
Clark, Jr." were used to purchase shares.
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Page 4 of 5 Pages
Item 4. Purpose of Transaction.
The acquisition of Common Stock to which this statement
relates has been made for investment. Mr. Clark will
continuously evaluate the business, financial conditions and
prospects of the Company, as well as conditions in the economy
and the banking industry in general, with a view toward
determining whether to hold, decrease or add to his investment in
Common Stock.
Item 5. Interest in Securities of the Issuer.
The Company has reported 1,987,000 shares issued and
outstanding for the quarter ended June 30, 1997.
(a)(1) Mr. Clark perosnally owns 23,500 shares of Common
Stock.
(a)(2) Mr. Clark is Trustee of three Trusts entitled "Trust
under the Will of Charles M. Clark, Jr. and these three Trusts
own 71,620 shares of Common Stock. As Trustee, he is empowered
to buy and sell shares for these Trusts and to vote said shares.
However, Mr. Clark does not own the shares; the Trust own the
shares.
(a)(3) Mr. Clark is President of a Charitable Foundation
entitled Clark Family Foundation, Inc. and said Foundation owns
5,000 shares of Common Stock. As President, he is empowered to
buy and sell shares for this Foundation and to vote said shares.
However, Mr. Clark does not own the shares; the Foundation owns
the shares.
(a)(4) Mrs. Marguerite J. Clark personally owns 2,000
shares of Common Stock. Mr. Clark is the husband of Mrs. Clark
and has a beneficial interest in Mrs. Clark's 2,000 shares.
(b) Therefore, Mr. Clark is empowered to vote 102,120
shares.
(c) During the 60 days preceding the filing of this report:
(1) Mr. Clark purchased in his own name:
09/04/97 1,000 shs. $32.75 per sh.
10/08/97 1,400 shs. $37.375 per sh.
(2) Two Trusts purchased a total of:
09/04/97 2,000 shs. 32.50 per sh.
09/04/97 6,000 shs. 32.625 per sh.<PAGE>
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Page 5 of 5 Pages
(d) No person other than John Sheldon Clark, Mrs.
Marguerite J. Clark and Clark Family Foundation Inc. and the
three Trusts mentioned above has any right to receive nor the
power to direct the receipt of dividends from or the proceeds
from the sale of the shares of the Common Stock beneficially
owned by Mr. Clark.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Clark and any
person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
No exhibits.
Signature
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.
October 22, 1997 /s/ John Sheldon Clark
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Date John Sheldon Clark
