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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Twin City Bancorp, Inc.
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(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
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(Title of Class of Securities)
901412 10 6
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(CUSIP Number)
Thad R. Bowers
Judith O. Bowers
c/o Twin City Bancorp, Inc.
310 State at Edgemont
Bristol, Tennessee 37620
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(Name, address and telephone number of persons
authorized to receive notices and communications)
March 25, 1997
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(Date of event which requires filing of this Statement)
If the filing persons 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. [ ]
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CUSIP No. 901412 10 6 SCHEDULE 13D
1. Names of reporting persons:
Thad R. Bowers ("TB") and
Judith O. Bowers ("JB"),
husband and wife
2. Check the appropriate box if a member of a group:
(a) [ ]
(b) [ X ]
3. SEC use only:
4. Sources of funds: PF; SC
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or place of organization: United States
Number of 7. Sole Voting Power: 0
shares
beneficially 8. Shared Voting Power: 33,731*
owned by
each 9. Sole Dispositive Power: 0
reporting
person with 10. Shared Dispositive Power: 33,731*
11. Aggregate amount beneficially owned
by each reporting person: 48,104**
12. Check box if the aggregate amount in Row 11 excludes
certain
shares: [ X ]
13. Percent of class represented by amount in Row 11: 5.6%**
14. Type of reporting persons: IN
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*Excludes 14,373 shares deemed owned under Rule 13d-3(d) as of
March 25, 1997 and 25,607 shares to be deemed owned under Rule
13d-3(d) as of March 25, 1998, 1999 and 2000 as they vest in
equal proportions on March 25, 1998, 1999 and 2000, respectively
(see Items 3 and 5)
**Includes 14,373 shares deemed owned under Rule 13d-3(d) as of
March 25, 1997 but excludes 25,607 shares to be deemed owned
under Rule 13d-3(d) as of March 25, 1998, 1999 and 2000 as they
vest in equal proportions on March 25, 1998, 1999 and 2000,
respectively (see Items 3 and 5)
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Item 1. Security and Issuer.
The class of equity to which this statement relates is the Common
Stock, par value $1.00 per share, of Twin City Bancorp, Inc. (the
"Issuer"), whose executive office is at 310 State at Edgemont,
Bristol, Tennessee 37620.
Item 2. Identity and Background.
(a) Names:
Thad R. Bowers ("TB") and
Judith O. Bowers ("JB"),
husband and wife
(b) Business Address:
310 State at Edgemont, Bristol, Tennessee 37620
(c) Present Principal Occupation or Employment:
TB: President and member of the Board of
Directors of the Issuer and its wholly owned
subsidiary, Twin City Federal Savings Bank
(the "Bank")
JB: Senior Vice President and Manager of
Volunteer Parkway Branch of the Bank
(d) Criminal Proceeding Convictions: None
(e) Securities Laws Proceedings: None
(f) Citizenship: United States of America
Item 3. Source and Amount of Funds or Other Consideration.
The reporting persons have acquired beneficial ownership of
48,104 shares, and are expected to acquire beneficial ownership
of an additional 25,607 shares, as follows:
(a) 25,662 shares were acquired on December 29, 1994 in
the initial public offering of the Common Stock of
the Issuer with personal funds of the reporting
persons;
(b) 3,981 shares have been acquired to date in open
market purchases with either personal funds of the
reporting persons or funds contributed to the
Issuer's 401(k) plan for their benefit (reflects
purchases by 401(k) plan only through December 31,
1996, the most recent date as of which information
was available as of the date of this statement);
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(c) 2,694 shares have been acquired to date pursuant to
allocations of plan shares under the Issuer's
Employee Stock Ownership Plan ("ESOP") as a result of
funds contributed to the ESOP by the Issuer or the
Bank;
(d) 2,694 shares have been acquired to date upon the
vesting of shares awarded under the Issuer's
Management Recognition Plan ("MRP");
(e) 1,300 shares have been sold to date in open market
sales;
(f) 14,373 shares may be acquired within sixty days after
March 25, 1997, of which 2,694 shares may be acquired
upon the vesting on May 24, 1997 of shares awarded
under the Issuer's MRP, 5,840 shares may be acquired
upon the vesting on May 24, 1997 of options granted
under the Issuer's Stock Option and Incentive Plan
("SOIP") and 5,839 shares may be acquired upon the
exercise of vested options granted under the Issuer's
SOIP; and
(g) 25,607 shares may be acquired after sixty days after
March 25, 1997, of which 8,088 shares may be acquired
upon the vesting in equal proportions on May 24, 1998,
1999 and 2000 of shares awarded under the Issuer's MRP
and 17,519 shares may be acquired upon the vesting in
equal proportions on May 24, 1998, 1999 and 2000 of
options granted under the Issuer's SOIP.
Item 4. Purpose of Transaction.
The shares covered by this statement were acquired and are held,
or are expected to be acquired and held, for investment purposes.
Depending upon a continuing assessment and upon future
developments, each reporting person may determine, from time to
time or at any time, to acquire other shares of the Issuer or to
sell or otherwise dispose of some of the shares. Other than in
TB's capacity as the President and a member of the Board of
Directors of the Issuer and the Bank and in JB's capacity as a
Senior Vice President and the manager of the Volunteer Parkway
branch of the Bank, neither reporting person has any plans which
relate to or would result in:
(a) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(b) A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(c) 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;
(d) Any material change in the present capitalization or
dividend policy of the Issuer;<PAGE>
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(e) Any other material change in the Issuer's business or
corporate structure;
(f) Changes in the Issuer's corporate charter or bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Issuer by any person;
(g) 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;
(h) 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; or
(i) Any action similar to any of those enumerated above.
Each reporting person reserves the right to change his or
her investment purpose with respect to any and all shares of the
Common Stock of the Issuer beneficially owned and to take any and
all lawful action with respect to such shares.
Item 5. Interest in Securities of the Issuer.
(a) 48,104 shares were beneficially owned by the reporting
persons as of the date of this statement, representing
5.6% of the shares of the Common Stock of the Issuer.
The aggregate amount reported as beneficially owned
includes 14,373 shares deemed owned under Rule 13d-
3(d) as of that date but excludes 25,607 shares to be
deemed owned under Rule 13d-3(d) as of March 25, 1998,
1999 and 2000 as they vest in equal proportions on
May 24, 1998,1999 and 2000, respectively (see Item 3).
(b) Neither reporting person has sole voting or
dispositive power over any shares of the Common Stock
of the Issuer. Each reporting person shares voting and
dispositive power over 33,731 shares of the Common
Stock of the Issuer.
(c) Neither reporting person effected any transactions in
the Common Stock of the Issuer during the sixty days
before the date of this statement, other than open
market purchases on their behalf by the Issuer's
401(k) plan which had not been reported to the
reporting persons as of the date of this statement.
(d) No other person is known to have the right to receive,
or the power to direct the receipt of, dividends from,
or proceeds from a sale of, shares beneficially owned
by the reporting persons.
(e) The reporting persons have not ceased to be beneficial
owners of more than five percent of the shares of the
Common Stock of the Issuer.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The reporting persons has not entered into any material
contracts, arrangements, understandings or relationships (legal
or otherwise) with respect to any securities of the Issuer, other
than the following:
(a) The Issuer's Employee Stock Ownership Plan, which is
filed as Exhibit 2 (for additional information, see
the Issuer's prospectus dated November 18, 1994 (File
No. 33-84196);
(b) The Issuer's Management Recognition Plan, which is
filed as Exhibit 3 (for additional information, see
the Issuer's proxy statement dated April 28, 1995
(File No. 0-25290); and
(c) The Issuer's Stock Option and Incentive Plan, which is
filed as Exhibit 4 (for additional information, see
the Issuer's proxy statement dated April 28, 1995
(File No.0-25290).
Item 7. Material to be Filed as Exhibits.
The following materials are filed as exhibits to this statement:
Exhibit 10.1: The Issuer's Employee Stock Ownership Plan is
incorporated by reference to the Issuer's
Registration Statement on Form S-1 (File No.
33-84196)
Exhibit 10.2: The Issuer's Management Recognition Plan is
incorporated by reference to the Issuer's
Annual Report on Form 10-KSB (File No.
0-25290)
Exhibit 10.3: The Issuer's Stock Option and Incentive Plan
is incorporated by reference to the Issuer's
Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1996 (File No.
0-25290)
Exhibit 99: Joint Filing Agreement between Thad R. Bowers
and Judith O. Bowers
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SIGNATURES
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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: May 1, 1997 /s/ Thad R. Bowers
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Thad R. Bowers
Date: May 1, 1997 /s/ Judith O. Bowers
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Judith O. Bowers
AGREEMENT RELATING TO FILING OF
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Thad R. Bowers and Judith O. Bowers hereby agree that the
statement on Schedule 13D with which this agreement is filed as
an exhibit is filed on behalf of each of them.
Date: May 1, 1997 /s/ Thad R. Bowers
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Thad R. Bowers
Date: May 1, 1997 /s/ Judith O. Bowers
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Judith O. Bowers
