SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FIRST COLONY CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
319741 10 4
(CUSIP Number)
Floyd D. Gottwald, Jr.
Bruce C. Gottwald
330 South Fourth Street
Richmond, Virginia 23219
Telephone No. 804-788-5401
(Name, address and telephone number of person authorized to
receive notices and communications)
Copy to:
Allen C. Goolsby
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
June 4, 1996
(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 to 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 is being paid with
this statement [ ].
Page 1 of 8 Pages
<PAGE>
CUSIP NO. 319741 10 4 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Floyd D. Gottwald, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 1,742,614
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 437,266
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,742,614
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 437,266
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,179,880
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
1,411,090 shares owned by adult sons
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.42%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 319741 10 4 13D Page 3 of 8 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bruce C. Gottwald
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 1,676,767
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 317,226
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,676,767
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 317,226
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,993,993
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
1,577,980 shares owned by adult sons
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.04%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The purpose of this Amendment No. 1 is to amend and
restate Item 4, "Purpose of Transaction." The Amendment No. 1
also updates Item 5, "Interest in Securities of the Issuer," to
reflect employee benefit and other small acquisitions and
dispositions of securities of First Colony Corporation (the
"Issuer") by members of the Gottwald family.
Item 4. Purpose of Transaction.
On June 4, 1996, the Issuer announced that its Board of
Directors is engaged in an evaluation of strategic alternatives
for the purpose of maximizing shareholder value, including a
possible strategic combination or sale of part or all of the
Issuer. A copy of the announcement is attached to this Amendment
No. 1 as Exhibit 1. Floyd D. Gottwald, Jr., and his son, William
M. Gottwald, M.D., and Bruce C. Gottwald and his son, Bruce C.
Gottwald, Jr., serve on the Board of Directors of the Issuer. In
addition, Bruce C. Gottwald, Jr., is Chairman of the Board and
Chief Executive Officer of the Issuer. As a result, the Gottwald
family may be deemed control persons of the Issuer. The
Gottwalds intend to evaluate their investment in the Issuer in
light of the studies being performed by the Board of Directors.
Item 5. Interest in Securities of the Issuer.
(a) 7,051,716 shares of Common Stock are owned
beneficially by Floyd D. Gottwald, Jr. and Bruce
C. Gottwald, constituting 14.3% of such shares
outstanding.*/
(b) Number of shares as to which such persons have:
(i) sole power to vote or to direct the vote
- 3,530,608 1/
(ii) shared power to vote or to direct the
vote - 3,521,108 2/
(iii) sole power to dispose of or to direct the
disposition of - 3,530,608 1/
(iv) shared power to dispose of or to direct
the disposition of - 3,521,1082/
(c) On July 1, 1993, Floyd D. Gottwald, Jr. and Bruce
C. Gottwald acquired shares of Common Stock of
the Issuer as a dividend from Ethyl Corporation.
They have acquired and disposed of additional
shares from time to time through benefit plans,
the dividend reinvestment plan and gifts.
<PAGE>
(d) Other persons have the right to receive or the
power to direct the receipt of dividends from, or
the proceeds from the sale of, the 3,521,108
shares described in Items 5(b)(ii) and (iv).
However, none of such persons' individual
interest relates to more than 5 percent of the
class of securities for which this Form is filed.
_________________________
*/ The filing of this statement shall not be construed as an
admission that, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, Floyd D.
Gottwald, Jr. or Bruce C. Gottwald are the beneficial
owners of 111,227 shares described in Items 5(b)(i) and
(iii) or 3,521,108 shares described in Items 5(b)(ii) and
(iv).
1/ This amount includes 111,227 shares owned by a charitable
foundation for which the Gottwalds serve as the sole
directors.
2/ Includes 1,411,090 shares owned by the adult sons of
Floyd D. Gottwald, Jr. and 1,577,980 shares owned by the
adult sons of Bruce C. Gottwald who do not reside in
their fathers' home.
Item 7. Material to be Filed as Exhibits.
Press Release.
<PAGE>
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.
Dated: June 4, 1996
/s/ Floyd D. Gottwald, Jr.
Floyd D. Gottwald, Jr.
/s/ Bruce C. Gottwald
Bruce C. Gottwald
<PAGE>
EXHIBIT INDEX
Exhibit 1 Press Release
<PAGE>
Exhibit 1
FOR IMMEDIATE RELEASE
FIRST COLONY TO EXPLORE STRATEGIC ALTERNATIVES
TO MAXIMIZE SHAREHOLDER VALUE
LYNCHBURG, VA., June 4, 1996 - First Colony Corporation
(NYSE:FCL) announced that its Board of Directors is engaged in an
evaluation of strategic alternatives for the purpose of
maximizing shareholder value.
Bruce C. Gottwald, Jr., Chairman of the Board and Chief
Executive Officer, confirmed that "a strategic combination or
possible sale of part or all of the Company would be included
among the alternatives to be evaluated." He emphasized that the
Board of Directors has not decided among any of the alternatives
under consideration.
First Colony Corporation is a Richmond, Virginia-based
holding company which owns First Colony Life Insurance Company
and its wholly owned subsidiary, American Mayflower Life
Insurance Company of New York. First Colony Life is a leading
provider of structured settlements, retirement annuities and
individual life insurance.
For information contact:
Media Relations: Investor Relations:
Frank G. Land April A. Keesee
(804) 948-5293 (804) 948-5709
