SCHEDULE 13 D
CUSIP No. 800217101000 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
John Sheldon Clark
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
NO GROUP
3 SEC USE ONLY
4 SOURCE OF FUNDS*: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 18 REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
NO CHECK
6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7 SOLE VOTING POWER: 35,720 shares
8 SHARED VOTING POWER: NONE
9 SOLE DISPOSITIVE POWER: 35,720 shares
10 SHARED DISPOSITIVE POWER: NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,020 shares
12 CHECK BOX if THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
NONE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14 TYPE OF REPORTING PERSON*
IN
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, NY 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
private 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 was borrowed.
Page 4 of 5 pages.
Item 4. Purpose of Transaction.
The sale of Common Stock to which this statement relates
has been made in the personal account of Mr. Clark and in the
Trusts' accounts.
Item 5. Interest in Securities of the Issuer.
The Company has reported 1,987,000 shares issued and
outstanding for the period ended June 30, 1997.
(a) (1) Mr. Clark personally owns 8,020 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 25,700 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
Trusts own the shares.
(a) (3) Mr. Clark is President of a Charitable Foundation
entitled the Clark Family Foundation, Inc. and said Foundation does
not own any 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 did not own the shares; the Foundation owned 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 35,720
shares.
(c) During the 10 days preceding the filing of this
report:
(1) Mr. Clark sold from his own account:
03/03/98 5,000 shs. $56.80 per sh.
(2) The two Trusts sold a total of:
03/02/98 26,520 shs. 56.625 per sh.
03/02/98 19,010 shs. 56.625 per sh.
(d) No person other than John Sheldon Clark, Mrs.
Marguerite J. Clark and the three Trusts identified 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,
(e) Not applicable.
Page 5 of 5 pages.
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 and correct.
____________________ ________________________________
Date John Sheldon Clark
