SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COMSTOCK BANCORP
(Name of Issuer)
Common Stock, par value
$.01 per share
(Title of Class of Securities)
205667 10 8
(CUSIP Number)
Richard A. Barone
Resource Management, Inc.
28601 Chagrin Blvd., Suite 500
Cleveland, Ohio 44122
(216) 292-3434
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 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.
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
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CUSIP No. 205667 10 8 13D Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard A. Barone
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
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
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 390,000
EACH REPORTING PERSON
WITH
---------------------------------------------------------
8 SHARED VOTING POWER
--
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
390,000
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10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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<PAGE>
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CUSIP No. 205667 10 8 13D Page 3 of 7 Pages
================================================================================
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Resource Management, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 390,000
EACH REPORTING PERSON
WITH
--------------------------------------------------------
8 SHARED VOTING POWER
--
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER
390,000
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
Schedule 13D
Comstock Bancorp
This Statement on Schedule 13D (this "Statement") is filed by Resource
Management, Inc. and Richard A. Barone (together, the "Reporting Persons").
Item 1. Security and Issuer.
This Statement relates to the common stock, par value
$.01 per share ("Common Stock"), of Comstock Bancorp (the
"Company"). The address of the principal executive offices of
the Company is 6275 Neil Road, Reno, Nevada 89511.
Item 2. Identity and Background.
(a). This Statement is being filed jointly by
Resource Management, Inc., an Ohio corporation ("RMI"), and
Richard A. Barone, the controlling stockholder, Chairman of
the Board of Directors and President of RMI.
(b), (c) and (f). The address of RMI is 28601 Chagrin
Boulevard, Suite 500, Cleveland, Ohio 44122. RMI is an Ohio
corporation. The principal business of RMI is investments.
Richard A. Barone's principal occupation is
investment management and his business address is c/o Maxus
Investment Group, 28601 Chagrin Boulevard, Suite 500,
Cleveland, Ohio 44122. Mr. Barone is a citizen of the United
States of America.
(d) and (e). During the past five years, neither of
the Reporting Persons has been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors) or 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.
Item 3. Source and Amount of Funds or Other Consideration.
The Common Stock was not acquired by purchase, but
pursuant to the Plan of Reorganization described under Item 4.
<PAGE>
Item 4. Purpose of Transaction.
Each of the Reporting Persons acquired its or his
shares of Common Stock in connection with an Agreement and
Plan of Reorganization (the "Plan of Reorganization") dated as
of February 26, 1997 between the Company and Comstock Bank, a
Nevada corporation (the "Bank"), pursuant to which each
outstanding share of common stock, par value $.50 per share,
of the Bank was exchanged for two shares of Common Stock and
the Bank became a wholly-owned subsidiary of the Company. The
Plan of Reorganization became effective June 16, 1997. Each of
the Reporting Persons holds its or his shares of Common Stock
for investment purposes.
Neither of the Reporting Persons has any present
plans or proposals which relate to or would result in any of
the actions or events described in paragraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a). RMI is the beneficial owner of 390,000 shares
(8.8% of the outstanding shares) of Common Stock. Richard A.
Barone, as controlling stockholder, Chairman of the Board of
Directors and President of RMI, is deemed to have the same
beneficial ownership as RMI.
The number of shares of Common Stock beneficially
owned by the Reporting Persons and the percentage of
outstanding shares of Common Stock represented thereby have
been computed in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. There were
4,421,668 shares of Common Stock outstanding at June 30, 1997,
as reported in the Company's Registration Statement on Form
S-8 filed with the Securities and Exchange Commission July 23,
1997.
(b). RMI has the sole power to (i) vote or direct the
voting of, and (ii) dispose or direct the disposition of the
390,000 shares of Common Stock beneficially owned by it.
(c). The transactions with respect to shares of
Common Stock effected by the Reporting Persons in the past 60
days are as set forth below. All such transactions were open
market sales.
<PAGE>
Shares Price
Date Sold Per Share
---- -------- ---------
June 26, 1997 1,500 $7.00
June 30, 1997 3,500 $7.00
July 2, 1997 1,000 $7.00
July 10, 1997 4,000 $7.00
(d). Not applicable.
(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships With Respect to Securities of the Issuer.
None.
Item 7. Exhibits.
Exhibit A -- Agreement of Joint Filing
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.
Dated: July 31, 1997 RESOURCE MANAGEMENT, INC.
/s/ Richard A. Barone
--------------------------------
By: Richard A. Barone, Chairman
of the Board and President
Dated: July 31, 1997 /s/ Richard A. Barone
--------------------------------
RICHARD A. BARONE
<PAGE>
EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred to
below) of a statement on Schedule 13D or any amendments thereto, with respect to
the common stock, par value $.01 per share, of Comstock Bancorp and that this
Agreement of Joint Filing be included as an Exhibit to such filing.
This Agreement of Joint Filing may be executed in any number of
counterparts each of which shall be deemed to be an original and all of which
together shall be deemed to constitute one and the same document.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement of
Joint Filing as of the 31st day of July, 1997.
RESOURCE MANAGEMENT, INC.
/s/ Richard A. Barone
--------------------------------
By: Richard A. Barone, Chairman
of the Board and President
/s/ Richard A. Barone
--------------------------------
RICHARD A. BARONE
