UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNION BANKSHARES, LTD.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
905403101
(CUSIP Number)
With copies to:
Ronald R. Levine, II, Esq.
Bruce E. Hall Davis, Graham & Stubbs LLP
1825 Lawrence Street, Suite 444 370 17th Street, Suite 4700
Denver, Colorado 80202 Denver, Colorado 80202
(303) 298-5352 (303) 892-9400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JULY 2, 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 o.
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 1 of 6 pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce E. Hall
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 See Item 3.
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
SHARES
BENEFICIALLY 125,756 See Item 5.
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
125,756 See Item 5.
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,756 See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 10.6%. See Item 5.
14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of common stock ("Union
Bankshares Stock"), $0.001 par value per share, of Union Bankshares, Ltd.
("Union Bankshares"). Union Bankshares' principal executive offices are located
at 1825 Lawrence Street, Suite 444, Denver, Colorado, 80202.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Bruce E. Hall ("Hall")
(b) Business Address:
1825 Lawrence Street, Suite 444
Denver, Colorado 80202
(c) Principal Occupation:
Vice President, Treasurer, Secretary & Director
Union Bankshares, Ltd.
1825 Lawrence Street, Suite 444
Denver, Colorado 80202
(d) During the last five years Hall has not been convicted in
a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years Hall has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction.
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Charles R. Harrison ("Harrison"), Chairman of the Board and
Chief Executive Officer of Union Bankshares, transferred to Hall beneficial
ownership of 16,610 shares on July 2, 1997, upon the payment in full by
Harrison and Hall of amounts outstanding on a bank loan obtained in connection
with the acquisition of Union Bankshares Stock by Harrison.
On July 25, 1997, Hall's options to purchase an additional
12,552 shares will vest under Union Bankshares' Option Bonus Plan.
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ITEM 4. PURPOSE OF THE TRANSACTION.
These shares are held solely for investment purposes. Hall has
no present plans or proposals which relate to or would result in any of the
transactions specified in paragraphs (a) through (j) of Item 4, except with
respect to the acquisition of additional shares of Union Bankshares Stock from
time to time in the open market or upon exercise of stock options received from
Union Bankshares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) 1,154,457 shares of Union Bankshares Stock are outstanding
as of the date of this Schedule 13D. Mr. Hall has vested options to purchase
24,900 shares on the date hereof and will vest in options to purchase an
additional 12,552 shares on July 24, 1997. The 125,756 shares of Union
Bankshares Stock beneficially owned by Hall represent 10.6% of the total
outstanding shares of Union Bankshares Stock as calculated pursuant to
Rule 13d-3(d)(1).
(b) Number of shares as to which there is:
Sole power to vote or direct the vote: 125,756
Shared power to vote or direct the vote: 0
Sole power to dispose or to direct the
disposition: 125,756
Shared power to dispose or to direct the
disposition: 0
(c) As described in Item 3, 16,610 shares were transferred to
Hall on July 2, 1997 and Hall's options to purchase 12,552 shares will become
vested on July 25, 1997.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Pursuant to a Shareholders' Agreement among Harrison, Herman
J. Zueck, Hall, Wayne T. Biddle, Jerrold B. Evans, Lloyd E. Hayne, Ralph D.
Johnson, Richard C. Saunders and C. Gale Sellens (collectively, the
"Shareholders," and individually, a "Shareholder") and Union Bankshares dated
December 31, 1993 (the "Shareholders' Agreement"), the Shareholders agreed to
certain restrictions upon the transfer of shares of Union Bankshares' common
stock owned by any of the Shareholders ("Shares"). Among other things, the
Shareholders' Agreement provides that any member of the Bank Director Group (as
defined by the Shareholders' Agreement) wishing to transfer any or all of the
Shares owned by him must, except in the case of certain transfers, give notice
of such intent to Union Bankshares, the Management Group (as defined by the
Shareholders' Agreement) and the other members of the Bank Director Group, and
that the members of the
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Management Group and the other members of the Bank Director Group have rights
of first refusal with respect to such Shares.
Under the Shareholders' Agreement, a member of the Management
Group wishing to transfer any or all of the Shares owned by him must, except in
the case of certain transfers, give notice of such intent to Union Bankshares
and the other members of the Management Group, and the other members of the
Management Group have rights of first refusal with respect to such Shares.
On January 25, 1995, the Shareholders' Agreement was amended
to modify the definition of "Shares" to include any transferrable options,
warrants or other rights to purchase common stock of the Company that were owned
by the Shareholders as of December 31, 1992, to provide that, if the other
members of the Management Group so agree, a member of the Management Group may
dispose of his Shares without offering the Shares to the other Shareholders, and
to extend the right of first refusal to purchase Shares offered by a member of
the Management Group to members of the Bank Director Group.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Amended Shareholders' Agreement as
described above is incorporated by reference
from Exhibit 10.10 to Union Bankshares'
Form 10-KSB filed with the Commission on
March 31, 1994.
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SIGNATURES.
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.
JULY 8, 1997 /s/ BRUCE E. HALL
- -------------------------------- ----------------------------------
Date Bruce E. Hall
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