UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
KS Bancorp, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
48266R108
(CUSIP Number)
C. Felix Harvey
P.O. Box 189
Kinston, NC 28502
(252) 523-3862
Maurice J. Koury
P.O. Box 850
Burlington, North Carolina 27216
(336) 226-5581
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 2005
(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 240.13d1(e), 240.13d1(f) or
240.13d1(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 240.13d7
for other parties to whom copies are to be sent.
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).
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Felix Harvey Foundation, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
57,974
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
57,974
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,974
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14.
TYPE OF REPORTING PERSON
CO
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
C. Felix Harvey
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
59,074(1)
9.
SOLE DISPOSITIVE POWER
10.
SHARED DISPOSITIVE POWER
59,074(1)
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,074(1)
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14.
TYPE OF REPORTING PERSON
PN
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Maurice J. Koury Foundation, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7.
SOLE VOTING POWER
14,625
8.
SHARED VOTING POWER
0
9.
SOLE DISPOSITIVE POWER
14,625
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,625
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14.
TYPE OF REPORTING PERSON
CO
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Maurice J. Koury
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7.
SOLE VOTING POWER
5,200
8.
SHARED VOTING POWER
0
9.
SOLE DISPOSITIVE POWER
5,200
10.
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,200
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14.
TYPE OF REPORTING PERSON
PN
Security and Issuer
(a) Name of Issuer: KS Bancorp, Inc. (the Company)
(b) Address of Issuer's Principal Executive Offices:
1031 North Brightleaf Boulevard
Smithfield, North Carolina 27577
(c) Title of Class of Equity Securities to which this Statement relates:
Common Stock, no par value per share, of the Company (the Common Stock).
Item 2. Identity and Background
This joint statement is filed by and on behalf of the following
Reporting Persons signing this Schedule 13D and hereafter referred to
collectively as the Reporting Persons: The Felix Harvey Foundation,
Inc., a North Carolina corporation (the Harvey Foundation), C. Felix
Harvey, a United States citizen (Harvey), The Maurice J. Koury Foundation,
Inc., a North Carolina corporation (the Koury Foundation), and Maurice
J. Koury, a United States citizen (Koury).
The business address of the Harvey Foundation and Harvey is
P.O. Box 189, Kinston, North Carolina 28502. The business address
of the Koury Foundation and Koury is P.O. Box 850, Burlington,
North Carolina 27216. The principal business of the Harvey Foundation
and the Koury Foundation is operating as a 501(c)(3) charitable
foundation. The principal occupation of Harvey is serving as the
Chairman of Harvey Enterprises, Inc., a holding company for small
businesses and investments, the address of which is P.O. Box 189,
Kinston, North Carolina 28502. The principal occupation of Koury
is serving as the President of Carolina Hosiery Mills, Inc., a
manufacturer of mens and womens hosiery, located at 710 Plantation
Drive, Burlington, North Carolina 27215.
For information with respect to the name, business address and present
principal occupation of each director and executive officer of each of the
Harvey Foundation and the Koury Foundation, see Schedule A attached hereto
which is specifically incorporated herein by reference in its entirety. All
such persons are citizens of the United States.
None of the Reporting Persons and, to the Reporting Persons knowledge,
no person listed on Schedule A attached hereto, have during the last five
years (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which 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 Reporting Persons are filing this Schedule 13D as a result of
certain agreements to vote their shares of Common Stock at a special meeting
of the Company shareholders, as discussed in Item 4, and not as a result
of any acquisition of Common Stock by the Reporting Persons or any of the
persons listed on Schedule A attached hereto. Therefore, information
concerning the source and amount of funds or other consideration for these
prior acquisitions of Common Stock is not material.
Item 4. Purpose of Transaction
Each of the Reporting Persons acquired their respective shares of
Common Stock for investment purposes. Each of the Reporting Persons may
acquire or dispose of additional shares of Common Stock from time to time.
The Reporting Persons understand that prior purchases of shares of Common
Stock by the persons listed on Schedule A attached hereto were made for
investment purposes.
The Reporting Persons are filing this Schedule 13D in response to
the Companys recently-announced proposed reverse stock split, pursuant to
which the Company shareholders would receive one share of Common Stock for
every 200 shares of Common Stock they presently hold. If the proposed
reverse stock split would result in a shareholder owning a fraction of a
share of Common Stock, the Company intends to repurchase such fractional
share for a cash amount equal to $24.00 per share of Common Stock held
immediately prior to the reverse stock split. This reverse stock split is
proposed to be followed immediately by a forward stock split in which the
Companys remaining shareholders would receive 250 shares of Common Stock
for each share of Common Stock held immediately after the reverse stock
split. The reverse stock split followed by the forward stock split is
hereinafter referred to as the Reorganization. The Company is pursuing
the Reorganization in order to reduce the number of its record shareholders
to an amount that would enable it to terminate its reporting requirements
under the Securities Exchange Act of 1934, as amended (the Exchange Act).
In the event of such termination, the Common Stock would no longer be
traded on the Over the Market Bulletin Board. The Company has announced
that it will hold a special meeting of the Companys shareholders in
February 2005 to vote on the Reorganization (the Special Meeting).
The Reporting Persons intend to encourage the Company Board of
Directors and management to seek a sale of the Company rather than go
forward with the Reorganization. Furthermore, the Reporting Persons believe
that the remaining shareholders will have the liquidity of their shares
significantly decreased as the company de-lists its shares. The Reporting
Persons believe that by joining forces with another financial institution,
the Company would dramatically improve its financial performance, increase
the liquidity of its shares and create significantly more value for the
shareholders in both the short term and in the long term. The Reporting
Persons also believe that the value of the Common Stock is significantly
greater than the consideration to be paid in the Reorganization and believe
that other area financial institutions would pay 20% to 40% more than the
$24 price offered to existing small shareholders and a full 50% to 60% more
than the trading price of the Common Stock weeks prior to the December 22,
2004 Company announcement. If the Company Board of Directors and management
do not agree to seek a sale of the Company and cancel the proposed
Reorganization, the Reporting Persons intend to vote their shares of Common
Stock against the Reorganization at the Special Meeting and may communicate
and coordinate their actions with other shareholders of the Company to vote
against the Reorganization.
The Reporting Persons are now and have been in the past active investors
in financial institutions. As experienced and knowledgeable investors, the
Reporting Persons analyze the performance, capital structure and markets of
companies, including the Company, on a continuous basis through analysis of
documentation and discussions with knowledgeable industry and market observers
and with representatives of such companies. From time to time, the Reporting
Persons may hold discussions with third parties or with management of such
companies in which the Reporting Person may suggest or take a position with
respect to potential changes in the operations, management or capital structure
of such companies as a means of enhancing shareholder value. Such suggestions
or positions may relate to one or more of the transactions specified in clauses
(a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including,
without limitation, such matters as disposing of or selling all or a portion of
the Company.
Except as set forth above, the Reporting Persons do not have any present
plans or proposals that relate to or would result in any of the actions
required to be described in Item 4 of Schedule 13D. Each of the Reporting
Persons may, at any time, review or reconsider its position with respect to the
Company and formulate plans or proposals with respect to any of such matters,
but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer
(a) The Harvey Foundation:
Number of shares of Common Stock beneficially owned: 57,974
Percent of class: 4.8%
Number of shares as to which the Harvey Foundation has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 57,974
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 57,974
(b) Harvey:
Number of shares of Common Stock beneficially owned: 59,074(1)
Percent of class: 4.9%
Number of shares as to which Harvey has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 59,074(1)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 59,074(1)
(1) These shares consist of 57,974 shares held by the Harvey Foundation,
which is controlled by Mr. Harvey, and 1,100 shares held by Mr. Harveys
spouse, Margaret Blount Harvey, who is a Director of the Harvey Foundation.
(c) The Koury Foundation:
Number of shares of Common Stock beneficially owned: 14,625
Percent of class: 1.2%
Number of shares as to which the Koury Foundation has:
(i) Sole power to vote or to direct the vote: 14,625
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 14,625
(iv) Shared power to dispose or to direct the disposition of: 0
(d) Koury:
Number of shares of Common Stock beneficially owned: 5,200
Percent of class: 0.4%
Number of shares as to which Koury has:
(i) Sole power to vote or to direct the vote: 5,200
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 5,200
(v) Shared power to dispose or to direct the disposition of: 0
In addition to the shares of Common Stock beneficially owned by the
Reporting Persons, the persons listed on Schedule A attached hereto each
own the number of shares of Common Stock set forth beside such persons
names on Schedule A attached hereto.
Except as may be set forth in this Schedule 13D, neither the Reporting
Persons nor, to the Reporting Persons knowledge, any of the persons listed
on Schedule A attached hereto (i) beneficially own any shares of Common Stock
or (ii) have been a party to any transaction in the Common Stock during the
past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer
Pursuant to Rule 13d?1(k) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this Schedule 13D, and any amendment or amendments hereto, which
agreement is filed herewith as Exhibit 1.
By virtue of the agreement among the Reporting Persons to vote against
the Reorganization at the Special Meeting, as described in Item 4, the
Reporting Persons may be deemed to be a group under the Federal securities
laws. Except as otherwise set forth in this Schedule 13D, each Reporting Person
expressly disclaims beneficial ownership of any of the shares of Common Stock
beneficially owned by any other Reporting Person or by any person listed on
Schedule A attached hereto and the filing of this Schedule 13D shall not be
construed as an admission, for the purposes of Sections 13(d) and 13(g) or
under any other provision of the Exchange Act or the rules promulgated
thereunder or for any other purpose, that any Reporting Person is a beneficial
owner of any such shares.
Except as set forth in this Schedule 13D, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons or
between such persons and any other person with respect to any securities of the
Company. Except as set forth in this Schedule 13D, to the Reporting Persons
knowledge, there are no contracts, arrangements, understandings or
relationships among the persons listed on Schedule A attached hereto or between
such persons and any other person with respect to any securities of the
Company.
The information set forth in Item 4 is hereby incorporated by reference in
this Item 6.
Item 7. Material To Be Filed As Exhibits.
Exhibit Exhibit Description
1.
Joint Filing Agreement
SIGNATURES
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: January 20, 2005
THE FELIX HARVEY FOUNDATION, INC.
By: /s/ C. Felix Harvey
Name: C. Felix Harvey
Title: Vice President
Date: January 20, 2005
/s/ C. Felix Harvey
C. FELIX HARVEY
Date: January 20, 2005
THE MAURICE J. KOURY FOUNDATION, INC.
By:
Name: Maurice J. Koury
Title: President
Date: January 20, 2005
MAURICE J. KOURY
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
SCHEDULE A
The Felix Harvey Foundation, Inc.
Directors
Name
Present Business Address
Present Principal Occupation
Shares of Common Stock Owned
C. Felix Harvey
P.O. Box 189, Kinston, NC 28502
Chairman of Harvey Enterprises, Inc.
0
Margaret Blount Harvey
P.O. Box 189, Kinston, NC 28502
President of the Harvey Foundation
1,100
Leigh H. McNairy
P.O. Box 189, Kinston, NC 28502
Vice President of the Harvey Foundation
0
Executive Officers
Name and Title
Present Business Address
Present Principal Occupation
Shares of Common Stock Owned
Margaret Blount Harvey, President
P.O. Box 189, Kinston, NC 28502
President of the Harvey Foundation
1,100
C. Felix Harvey, Vice President
P.O. Box 189, Kinston, NC 28502
Chairman of Harvey Enterprises, Inc.
0
Leigh H. McNairy, Vice President
P.O. Box 189, Kinston, NC 28502
Vice President of the Harvey Foundation
0
Ruth Heath, Secretary/Treasurer
P.O. Box 189, Kinston, NC 28502
Secretary/Treasurer of the Harvey Foundation
0
The Maurice J. Koury Foundation, Inc.
Directors
Name
Present Business Address
Present Principal Occupation
Shares of Common Stock Owned
Maurice J. Koury
P.O. Box 850, Burlington, NC 27216
President of Carolina Hosiery Mills, Inc.
5,200
Ann K. Koury
P.O. Box 850, Burlington, NC 27216
Secretary of Carolina Hosiery Mills, Inc.
0
Ernest A. Koury, Jr.
P.O. Box 850, Burlington, NC 27216
Vice President of Carolina Hosiery Mills, Inc.
0
Miltom E. Petty
P.O. Box 850, Burlington, NC 27216
Secretary of Carolina Hosiery Mills, Inc.
0
Officers
Name and Title
Present Business Address
Present Principal Occupation
Shares of Common Stock Owned
Maurice J. Koury, President
P.O. Box 850, Burlington, NC 27216
President of Carolina Hosiery Mills, Inc.
5,200
Ann K. Koury, Secretary
P.O. Box 850, Burlington, NC 27216
Administrative Assistant for Carolina Hosiery Mills, Inc.
0
Miltom E. Petty, Treasurer
P.O. Box 850, Burlington, NC 27216
Secretary of Carolina Hosiery Mills, Inc.
0
Exhibit 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning
the others, except to the extent that it knows or has reason to believe that
such information is inaccurate. This Agreement may be executed in any number
of counterparts and all of such counterparts taken together shall constitute
one and the same instrument.
Dated: January 20, 2005
THE FELIX HARVEY FOUNDATION, INC.
By: /s/ C. Felix Harvey
Name: C. Felix Harvey
Title: Vice President
/s/ C. Felix Harvey
C. FELIX HARVEY
THE MAURICE J. KOURY FOUNDATION, INC.
By:
Name: Maurice J. Koury
Title: President
MAURICE J. KOURY
(1) These shares consist of 57,974 shares held by The Felix Harvey Foundation,
Inc. (the Harvey Foundation), which is controlled by Mr. Harvey, and 1,100
shares held by Mr. Harveys spouse, Margaret Blount Harvey, who is a Director
of the Harvey Foundation.
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