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) 1
Macatawa Bank Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
554225 10 2
(CUSIP Number)
Benj. A. Smith , III
106 East Eighth Street
Holland, MI 49423
616-396-0119
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 12, 2001
(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 for
other parties to whom copies are to be sent.
*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 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 ("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).
(Continues on the following pages)
CUSIP NO. 554225 10 2 13D Page 2 of 5 Pages
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Benj. A. Smith, III
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
Personal Funds
5 Check if disclosure of legal proceeding is required pursuant
To Item 2(d) or 2(e).
6 Citizenship or Place of Organization
United States
Number of 7 Sole Voting Power
234,067 shares
Shares
8 Shared Voting Power
Beneficially 4,434 shares
Owned by 9 Sole Dispositive Power
164,738 shares
Each Reporting
10 Shared Dispositive Power
Person With 7,987 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
281,709 Shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (9)
3.1 %
14 Type of Reporting Person (See Instructions)
IN
Note: All share ownership information is as of July 10, 2001.
CUSIP NO. 554225 10 2 13D Page 3 of 5 Pages
Item 1 Security and Issuer.
This Schedule 13D relates to shares of the common stock (the "Common
Stock"), of Macatawa Bank Corporation, a Michigan corporation (the
"Issuer"), whose principal executive offices are located at 51 East
Main Street, Zeeland MI 49464.
Item 2 Identity and Background.
(a) This Schedule 13D is being filed by Benj. A. Smith, III.
(b) The address of Mr. Smith is 106 East Eighth Street, Holland,
Michigan 49423.
(c) Benj. A. Smith, III is a director and officer of the Issuer. Mr.
Smith's principal occupation is sole owner and President of Smith
& Associates Investment Management Services, an investment
advisory firm.
(d) During the last five years, Benj. A. Smith, III has not been
convicted in a criminal proceeding.
(e) During the last five years, Benj. A. Smith, III has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in 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) Benj. A. Smith, III is a citizen of the United States.
Item 3 Source and Amount of Funds or Other Consideration.
Mr. Smith acquired 68,433 shares of Common Stock for $730,242.50.
All purchases were paid for with personal funds.
During 1997, 20,000 shares were acquired at a cost of $200,000.
The following acquisitions occurred during 1998:
04/01 - 3,000 shares, 15% stock dividend, no cost
04/01 - 2,450 shares, $24,500 cost
04/07 - 5,000 shares, $50,000 cost
04/15 - 7,500 shares, $75,000 cost
07/08 - 600 shares, $8,760 cost
07/28 - 5,000 shares, $78,125 cost
The following purchases occurred during 1999:
05/11 - 450 shares, $6,293.75 cost
06/02 - 1,025 shares, $13,107.75 cost
06/04 - 14,499 shares, $184,862.25 cost
06/07 - 6,250 shares, $79,687.50 cost
11/29 - 350 shares, $5,118.75 cost
The following purchases occurred during 2000:
01/10 - 68 shares, $1,512.50 cost
05/03 - 250 shares, $3,275 cost
The following acquisitions occurred during 2001:
05/04 - 1,991 shares, 3% stock dividend, no cost
Benjamin A. Smith III is the controlling shareholder of Smith &
Associates, an investment advisory firm, and Smith & Associates has
voting power with respect to 108,984 shares of Macatawa Bank
Corporation common stock owned by its clients.
Members of Mr. Smith's immediate family own an additional 72,362
shares of Macatawa Bank Corporation common stock.
CUSIP NO. 554225 10 2 13D Page 4 of 5 Pages
Item 4 Purpose of Transaction.
The Common Stock was purchased for investment purposes.
This Amendment is being filed as a result of a change in Mr. Smith's
percentage ownership following the Company's recent underwritten
Public Offering.
Item 5 Interest in Securities of the Issuer:
(a) Mr. Smith owns beneficially 281,709 shares, which is 5.3% of the
outstanding shares of Macatawa Bank Corporation Common Stock. The
total includes options to purchase 31,930 shares. All share
ownership information is as of July 10, 2001.
(b) Mr. Smith has sole voting power with respect to 234,067 shares,
shared voting power with respect to 4,434 shares, sole
dispositive power with respect to 164,738 shares, and shared
dispositive power with respect to 7,987 shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of Issuer.
Pursuant to the Issuer's Stock Incentive Plan, the Issuer has
granted Mr. Smith options to purchase 31,930 shares of the Issuer's
Common Stock, all of which are currently exercisable.
Item 7 Materials to be filed as Exhibits:
*Exhibit 1 Macatawa Bank Corporation Stock Compensation Plan,
incorporated by reference to Exhibit 10.1 to the
Macatawa Bank Corporation Registration Statement on Form
SB-2 (Registration No. 333-45755).
*Exhibit 2 Macatawa Bank Corporation 1998 Directors' Stock Option
Plan, incorporated by reference to Exhibit 10.2 to the
Macatawa Bank Corporation Registration Statement on Form
SB-2 (Registration No. 333-45755).
*Previously filed
CUSIP NO. 554225 10 2 13D Page 5 of 5 Pages
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.
July 19, 2001
/s/ Benj. A. Smith, III
Benj. A. Smith, III