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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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 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 ("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 PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (ENTITIES ONLY) Dean S. Petitpren |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) |
3 | SEC USE ONLY |
4 | SOURCE 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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7 | SOLE VOTING POWER 202,729 |
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8 | SHARED VOTING POWER 0 |
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9 | SOLE DISPOSITIVE POWER 202,729 |
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10 | SHARED DISPOSITIVE POWER 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 202,729 |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.2% |
14 | TYPE OF REPORTING PERSON IN |
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the common stock, stated value $5.00 per share (the "Common Stock"), of Community Central Bank Corporation (the "Company"), located at 100 N. Main Street, Mount Clemens, Michigan 48046.
Item 2. Identity and Background
The name and business address of the person filing this statement is Dean S. Petitpren, c/o Community Central Bank Corporation, 100 N. Main Street, Mount Clemens, Michigan 48046. Mr. Petitpren is a director of the Company and the Company's wholly owned subsidiary, Community Central Bank (the "Bank"), at the address stated above. Mr. Petitpren is President of Petitpren, Inc., a beer distribution company located at 44500 Groesbeck, Clinton Township, MI 48036. During the last five years, Mr. Petitpren has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being 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 being found in violation with respect to such laws.
Mr. Petitpren is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Petitpren has acquired beneficial ownership of 202,729 shares of Common Stock as follows:
(i) | 191,353 shares purchased by Mr. Petitpren using personal funds at an aggregate cost of approximately $1,778,000; |
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(ii) | 900 shares of Common Stock awarded to Mr. Petitpren under the Company's 2002 Incentive Plan; |
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(iii) | 5,856 shares of Common Stock purchased by Mr. Petitpren using personal funds through the exercise of stock options at an aggregate cost of $39,996.48;
and |
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(iv) | 4,620 shares of Common Stock underlying unexercised stock options awarded to Mr. Petitpren under the Company's stock option plans, which are all currently
exercisable. |
Item 4. Purpose of Transaction
Except with respect to the stock options and bonus stock awarded to Mr. Petitpren by the Company as board fees, all of the shares purchased or acquired by Mr. Petitpren are for investment purposes. Mr. Petitpren may, from time to time, depending upon market conditions and other investment considerations, purchase additional shares of the Common Stock for investment or dispose of shares of the Common Stock. As a director of the Company, Mr. Petitpren regularly explores potential actions and transactions which may be advantageous to the Company, including, but not limited to, possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, capitalization, securities or regulatory or reporting obligations of the Company.
Except as noted above, Mr. Petitpren has no plans or proposals which relate to or would result in:
(a) | the acquisition by any person of additional securities of the Company, or the disposition of securities by the Company; |
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(b) | an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; |
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(c) | a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; |
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(d) | any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill
any existing vacancies on the Board; |
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(e) | any material change in the present capitalization or dividend policy of the Company; |
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(f) | any other material change in the Company's business or corporate structure; |
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(g) | changes in the Company's articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any persons; |
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(h) | causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-quotation system of a registered national securities association; |
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(i) | a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934;
or |
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(j) | any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer
The aggregate number of shares of Common Stock beneficially owned by Mr. Petitpren as of the date of this filing is 202,729 shares, representing 6.2% of the outstanding shares of Common Stock upon the exercise of Mr. Petitpren's options. As of the date hereof, 3,275,050 share of Company Common Stock were outstanding, not including outstanding options to purchase share of Common Stock. Mr. Petitpren has sole voting and dispositive power with respect to all of the shares of Common Stock beneficially owned.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other than with respect to shares underlying stock options awarded to Mr. Petitpren under the Stock Option Plan, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Petitpren and any person with respect to any securities of the Company, including but not limited to, transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. None of the shares of Common Stock beneficially owned by Mr. Petitpren is pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such shares.
Item 7. Material to be Filed as Exhibits
None.
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 23, 2005 |
/s/ Dean S. Petitpren |