INTERVEST BANCSHARES CORP
SC 13D/A, 2000-03-31
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13D
                                 (Rule 13d-101)

       Information to be included in statements filed pursuant to 13d-1(a)
                and amendments thereto filed pursuant to 13d-2(a)

                    Under the Securities Exchange Act of 1934

                                (Amendment No. 1)


                        INTERVEST BANCSHARES CORPORATION
                                (Name of Issuer)


                      Class A Common Stock, $1.00 par value
                         (Title of Class of Securities)


                                   460927 106
                                 (CUSIP Number)

                             Thomas E. Willett, Esq.
                           Harris Beach & Wilcox, LLP
                              130 East Main Street
                            Rochester, New York 14604
                                 (716) 232-4440

(Name, Address and Telephone Number of Person Authorized to Receive Notes and
Communications)


                                 March 10, 2000
             (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(e), 13d-1(f) or 13d-1(g), check the following box
 .


                                   Page 1 of 4

<PAGE>



CUSIP No. 981500101                                      Page 2 of 4 Pages



      1       NAME OF REPORTING PERSONS
              I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

              Lawrence G. Bergman
              -----------------------------------------------------------------
      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                     (a)     o
                                                                     (b)     o
              -----------------------------------------------------------------
      3       SEC USE ONLY

              -----------------------------------------------------------------
      4       SOURCE OF FUND
              PF
              -----------------------------------------------------------------
      5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
              REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                         o
              -----------------------------------------------------------------
      6       CITIZENSHIP OR PLACE OF ORGANIZATION
              United States
              -----------------------------------------------------------------
        NUMBER OF                   7       SOLE VOTING POWER

         SHARES                             475,500
                                    -------------------------------------------
      BENEFICIALLY                  8       SHARED VOTING POWER

        OWNED BY                            475,500   *Shares owned by spouse
                                    -------------------------------------------
          EACH                      9       SOLE DISPOSITIVE POWER

        REPORTING                           475,500
                                    -------------------------------------------
         PERSON                     10      SHARED DISPOSITIVE POWER

          WITH                              475,500   * Shares owned by spouse
                                    -------------------------------------------

     11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              951,500
              -----------------------------------------------------------------
     12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
              SHARES
                                                                           o
              -----------------------------------------------------------------
     13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              26.21%
              -----------------------------------------------------------------
     14       TYPE OF REPORTING PERSON

              IN
              -----------------------------------------------------------------

                                  Page 2 of 4
<PAGE>

Item 1.  Title and Class of Securities.

This Schedule relates to the Class A Common Stock, par value $1.00 per share, of
Intervest  Bancshares  Corporation  (the "Issuer").  The address of the Issuer's
principal execute offices is:

                        10 Rockefeller Plaza (Suite 1015)
                            New York, New York 10020

Item 2.           Identity and Background

This Schedule is being filed by Lawrence G. Bergman, Vice President and Director
of the Issuer.

Item 3.           Source and Amount of Funds or Other Consideration

This Schedule is being filed in connection  with Mr.  Bergman's  acquisition  of
203,500  shares of Class A Common Stock of the Issuer.  The shares were acquired
in exchange for the shares of capital stock of Intervest Corporation of New York
("ICNY")  in  the  merger  of  ICNY  Acquisition  Corporation,   a  wholly-owned
subsidiary of Intervest Bancshares Corporation,  into ICNY (the "Merger").  This
amends a prior filing made on March 22, 2000.

Item 4.  Purpose of Transaction.

Personal investment.

Item 5.  Interest in Securities of Issuer.


         (a)      951,500  shares  of Class A Common  Stock,  which  constitutes
                  approximately   26.61%  of  the   Issuer's   total  number  of
                  outstanding  shares of Common  Stock.  Included in the 951,500
                  shares are exercisable warrants to purchase 47,500 shares held
                  by Mr.  Bergman and  exercisable  warrants to purchase  47,500
                  shares held by his spouse.

         (b)      Mr.  Bergman  has sole  power to vote and  dispose  of 475,500
                  shares of Class A Common  Stock of the  Issuer.  He has shared
                  power,  with his spouse, to vote and dispose of 475,500 shares
                  of Common Stock of the Issuer which his spouse owns.

         (c)      On March 10, 2000, Mr. Bergman acquired 203,500 shares of
                  Class A Common Stock of the Issuer in the Merger.

         (d)      Not applicable.

         (e)      Not applicable.


Item 6. Contracts,  Arrangements,  Undertakings or Relationships with respect to
Securities of the Issuer.

No contracts,  arrangements,  understandings  or  relationships  exist among the
person named in Item 2 above, or any other person with respect to any securities
of the  Issuer,  including  by not  limited  to,  transfer  or  voting  of  such
securities,  finders' fees, joint ventures, loan or option arrangements, puts or
calls,  guarantees  of profits,  division  of profits or loss,  or the giving or
withholding of proxies.


Item 7. Material to be Filed as Exhibits.

         Not applicable.

                                   Page 3 of 4

<PAGE>





                                    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:   March 29, 2000
                                        /s/Lawrence G. Bergman
                                      -------------------------------------
                                                 (Signature)


                                                Lawrence G. Bergman
                                      ---------------------------------------
                                                     (Name)


                                   Page 4 of 4


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