GREATER ROME BANCSHARES INC
SC 13G, 1999-02-12
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                                (Rule 13d - 102)

                 INFORMATION TO BE INCLUDED IN STATEMENTS FILED
                PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS
                       THERETO FILED PURSUANT TO 13d-2(B)

                              (Amendment No. N/A)1/

                          GREATER ROME BANCSHARES, INC.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)


                                    392336103
                                 (CUSIP Number)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         |_| Rule 13d-1(b)

         |X| Rule 13d-1(c)

         |_| Rule 13d-1(d)


1/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 the
disclosures provided in a prior cover page.

The information required in 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 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>



                                  SCHEDULE 13G

CUSIP NO. 392336103

===============================================================================
  1   NAME OF REPORTING PERSON
      I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


      Thomas D. Caldwell, III
===============================================================================
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a)  |_|
      N/A                                                              (b)  |_|
===============================================================================
  3   SEC USE ONLY


===============================================================================
  4   CITIZENSHIP OR PLACE OF ORGANIZATION

      United States

- ---------------------------------==============================================
         NUMBER OF             5 SOLE VOTING POWER
          SHARES                  
       BENEFICIALLY                       40,100
         OWNED BY
           EACH
         REPORTING
          PERSON
           WITH
                             ----==============================================
                               6 SHARED VOTING POWER
                                          0
                             ----==============================================
                               7 SOLE DISPOSITIVE POWER
                                          40,100
                             ----==============================================
                               8 SHARED DISPOSITIVE POWER
                                          0
===============================================================================
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               40,100

===============================================================================
 10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  |_|

===============================================================================
 11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
               5.60%
===============================================================================
 12   TYPE OF REPORTING PERSON

               IN

===============================================================================





                                       2
<PAGE>

                                  Schedule 13G

Item 1(a).        Name of Issuer:

         Greater Rome Bancshares, Inc.

Item 1(b).        Address of Issuer's Principal Executive Offices:

         1490 Martha Berry Boulevard
         P. O. Box 5271
         Rome, Georgia 30162-5271

Item 2(a).        Name of Person Filing:

         Thomas D. Caldwell, III

Item 2(b).        Address of Principal Business Office or, if None, Residence:

         1490 Martha Berry Boulevard
         P. O. Box 5271
         Rome, Georgia 30162-5271

Item 2(c).        Citizenship:

         United States

Item 2(d).        Title of Class of Securities:

          Common Stock, $.01 par value

Item 2(e).        CUSIP Number:

         392336103

Item 3. If this  statement  is filed  pursuant to Rules  13d-1(b), or 13d-2(b),
        check whether the person filing is:

         N/A

Item 4.  Ownership as of December 31, 1998

     (a)  Amount  beneficially  owned: 40,100 (includes 15,000 shares subject to
          options  which Mr.  Caldwell has the right to exercise  within 60 days
          after  December  31,  1998)

     (b)  Percent of class:  5.6%

     (c)  Number of shares as to which such person has

          (i)  sole power to vote or direct  the vote:  40,100

         (ii)  shared power to vote or direct the vote: 0

         (ii)  sole power to dispose or to direct the disposition of: 40,100

         (iv)  shared power to dispose or direct the disposition of: 0



                                       3
<PAGE>


Item 5. Ownership of Five Percent or Less of a Class:

         N/A

Item 6.  Ownership of More than Five Percent on Behalf of Another Person:

         N/A

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company:

         N/A

Item 8.  Identification and Classification of the Members of the Group:

         N/A

Item 9.  Notice of Dissolution of Group:

         N/A

Item 10. Certification:

         By  signing  below I  certify  that,  to the best of my  knowledge  and
belief, the securities  referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.



                                       4
<PAGE>

                                   Shedule 13G

                                    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 10, 1999

                                  Signature:  /s/ Thomas D. Caldwell, III 

                                  Name:       Thomas D. Caldwell, III



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