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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. )1
INDEPENDENT COMMUNITY BANKSHARES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $5.00 PER SHARE
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(Title of Class of Securities)
45384Q103
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(CUSIP Number)
ALICE P. FRAZIER, INDEPENDENT COMMUNITY BANKSHARES, INC.,
111 WEST WASHINGTON STREET, MIDDLEBURG, VIRGINIA 20117 (540) 687-6377
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 30, 1998
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
______________________
1The 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, as amended (the "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).
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<PAGE>
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CUSIP No. 45384Q103 SCHEDULE 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Millicent W. West
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 250,504
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8 SHARED VOTING POWER
BENEFICIALLY
-0-
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 250,504
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10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,504
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
FOR
MILLICENT W. WEST
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $5.00 per
share ("Common Stock"), of Independent Community Bankshares, Inc.,
111 West Washington Street, Middleburg, Virginia 20117 (the
"Issuer").
Item 2. Identity and Background
(A) Millicent W. West
(B) P.O. Box 236, Upperville, Virginia.
(C) Ms. West is a horticulturist and is also a director of the
Issuer.
(D) During the past five years, Ms. West has not been convicted
in a criminal proceeding, excluding traffic violations or
similar misdemeanors.
(E) During the past five years, Ms. West has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction and has not been 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) Ms. West is a citizen of the U.S.A.
Item 3. Source and Amount of Funds and Other Consideration
The source and amount of funds or other consideration used by
Millicent W. West in acquiring beneficial ownership of shares of
Common Stock are as follows:
In June 1975, Ms. West inherited 1,724 shares of Common Stock from
the estate of Donald McKenzie, her husband and a former president
of The Middleburg Bank, a wholly-owned subsidiary and the
predecessor to the Issuer. Since June 1975, there have been one
eight-for-one stock split and four two-for-one stock splits of the
Common Stock. Accordingly, with respect to these inherited shares
of Common Stock, Ms. West now owns 220,672 shares.
Page 3 of 5 Pages
<PAGE>
From 1978 to 1984, Ms. West estimates that she purchased 1,736
shares of Common Stock in privately negotiated transactions for an
aggregate cost of $77,981.00. Due to subsequent stock splits and
additional purchases and sales, including both those transactions
for which Ms. West could not locate records and those transactions
that are described in Item 5(c) below, Ms. West estimates that,
with respect to these purchased shares of Common Stock, Ms. West
now owns 29,832 shares.
Item 4. Purpose of Transaction
Millicent W. West has acquired shares of Common Stock for
investment purposes.
There are no plans or proposals which Ms. West may have that relate
to or would result in:
(A) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer,
except as otherwise disclosed herein;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(C) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(D) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
(E) Any material change in the present capitalization or
dividend policy of the Issuer;
(F) Any other material change in the Issuer's business or
corporate structure;
(G) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(H) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
Page 4 of 6 Pages
<PAGE>
(I) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or
(J) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(A) The aggregate number and percentage of Common Stock
beneficially owned by Millicent W. West are 250,504 Shares
and 13.8%, respectively.
(B) Ms. West has the sole power to vote or to direct the vote
and the sole power to dispose or to direct the disposition
of all shares identified pursuant to Item 5(a).
(C) The following table discloses the transactions in Common
Stock during the past 60 days by Ms. West:
<TABLE>
<CAPTION>
Type of Number Price
Date Transaction of Shares Per Share
---- ----------- --------- ---------
<S> <C> <C> <C>
4/20/98 Sale to officers and 1,000 $28.00
directors of the Issuer
4/27/98 Sale directly to market maker 6,000 $28.25
4/27/98 Sale directly to market maker 5,000 $28.00
</TABLE>
(D) Not applicable.
(E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Millicent W. West is a director of the Issuer.
Item 7. Material to be Filed as Exhibits
None
Page 5 of 6 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement on Schedule 13D is
true, complete and correct.
Date: May 11, 1998 /s/ Millicent W. West
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Millicent W. West
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
