<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
-----
KS BANCORP, INC.
-------------------------
(Name of Issuer)
Common Stock, no par value
-----------------------------------
(Title of Class of Securities)
48266R108
-------------------------
(CUSIP Number)
HAROLD T. KEEN
P.O. BOX 219
207 W. SECOND STREET
KENLY, NC 27542
(919) 284-4157
-------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 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 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 is being paid with this 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 of 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).
1
<PAGE>
CUSIP No. 48266R108
- -------------------------------------------------------------------------------
1. Name of Reporting Person Harold T. Keen
S.S. or I.R.S. Identification No. of Above Person ###-##-####
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a member of a group (a)
(See Instructions) (b)
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) OO
- --------------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) of Schedule D [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization United States
- --------------------------------------------------------------------------------
7. Sole Voting Power 51,788.168
Number of --------------------------------------------------------
Shares 8. Shared Voting Power 2,400
Beneficially
Owned by --------------------------------------------------------
Each Reporting 9. Sole Dispositive Power 51,788.168
Person
With --------------------------------------------------------
10. Shared Dispositive Power 2,400
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 54,188.168
- --------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13. Percent of Class Represented by amount Row (11) 7.88%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
- --------------------------------------------------------------------------------
2
<PAGE>
Item 1. Security and Issuer.
--------------------
The class of equity securities to which this Statement on Schedule 13D (the
"Statement") relates is the Common Stock, having no par value ("Common Stock")
of KS Bancorp, Inc., a North Carolina corporation ("KS Bancorp") with its
principal executive offices located at P.O. Box 219, Kenly, North Carolina
27542.
Item 2. Identity and Background.
------------------------
(a) Name Harold T. Keen
(b) Residence 1121 Boyette Road
Four Oaks, North Carolina 27524
(c) Employment President and CEO of
KS Bancorp, Inc. &
Kenly Savings Bank, Inc., SSB
207 W. Second Street
P.O. Box 219
Kenly, North Carolina 27542
(d) During the last five years, Mr. Keen has not been convicted in a
criminal proceeding (excluding traffic or similar violations).
(e) During the last five years, Mr. Keen has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in (I) a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or (ii) finding any
violation with respect to such laws.
(f) Mr. Keen is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Mr. Keen has been granted options to purchase 30,336 shares of Common Stock of
KS Bancorp under the KS Bancorp, Inc., Employee Stock Option Plan, 18,202 of
which had vested prior to December 29, 1996. On December 29, 1996 an additional
6,067 options to purchase shares of common stock vested under the Employee Stock
Option Plan, for a total of 24,269 options vested. The exercise price for all of
the options granted is $10.00 for each share of Common Stock of KS Bancorp
underlying the options.
3
<PAGE>
Item 4. Purpose of Transaction
----------------------
Mr. Keen acquired the shares of Common Stock for investment and not with the
purpose of changing or influencing the control of KS Bancorp. Mr. Keen does
not have any plan or proposal which relates to or would result in any actions
enumerated in subitems (a) through (j) of Item 4 of Schedule 13D, except that
Mr. Keen may dispose of some or all of the Common Stock or may acquire
additional shares of Common Stock from time to time, depending upon price and
market conditions, evaluation of alternative investments, and other factors.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a.) The aggregate number of shares of Common Stock deemed to be beneficially
owned by Mr. Keen for the purposes of this Statement is 54,188.168 shares,
representing approximately 7.88 percent of the outstanding shares of Common
Stock based on 687,532 shares of Common Stock (663,263 shares of Common
Stock outstanding on February 5, 1997 plus options to purchase 24,269
shares of Common Stock that have vested or will vest within the next 60
days).
(b.) Mr. Keen has the sole power to vote or to direct the vote and the sole
power to dispose of or to direct the disposition of 51,788.168 shares of
Common Stock. Mr. Keen shares the power to vote or to direct the vote and
the power to dispose of or to direct the disposition of an additional 2,400
shares of Common Stock with his spouse, Barbara A. Keen, who resides at
1121 Boyette Road, Four Oaks, North Carolina, 27524. Mrs. Keen is a
United States citizen and Graphic Design Instructor at Johnston Community
College, P.O. Box 2350, US Highway 70, Smithfield, North Carolina, 27577.
During the last five years, Mrs. Keen has not been convicted in a criminal
proceeding (excluding traffic or similar violations). During the last five
years, Mrs. Keen has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in (I) a
judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or (ii) finding any violation with respect to such laws.
(c.) Mr. Keen has not effected any transaction in the shares of Common Stock
during the past sixty days. However, options to purchase 6,067 shares of
Common Stock vested in Mr. Keen on December 29, 1996, which, in conjunction
with the repurchase by KS Bancorp during 1996 of 20,000 shares of Common
Stock, has resulted in an increase in Mr. Keen's beneficial ownership of KS
Bancorp Common Stock from 6.64% to 7.88%.
(d.) not applicable
(e.) not applicable
4
<PAGE>
Item 6. Contracts, Arrangements, Undertakings or Relationships With Respect to
----------------------------------------------------------------------
Securities of the Issuer.
-------------------------
There are no relevant contracts, arrangements, understandings or relationships
between Mr. Keen and any other person with respect to any securities of KS
Bancorp.
Item 7. Material to be filed as Exhibits.
---------------------------------
None
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.
Date: February 5, 1997 /s/ Harold T. Keen
-----------------------------
Harold T. Keen
5
