UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 1)*
| Alliance Bankshares Corporation |
| (Name of Issuer) |
| Common Stock, par value $4.00 per share |
| (Title of Class of Securities) |
| 018535104 |
| (CUSIP Number) |
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
Page 2 of 10 Pages
CUSIP No. 018535104 13G
|
1. |
NAMES OF REPORTING PERSONS.
Sandy Spring Bancorp, Inc.
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION State of Maryland |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
|
6. |
SHARED VOTING POWER 0 | |
|
7. |
SOLE DISPOSITIVE POWER 0 | |
|
8. |
SHARED DISPOSITIVE POWER 0 |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% of common stock at December 31, 2012. |
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC
|
Page 3 of 10 Pages
CUSIP No. 018535104
|
1. |
NAMES OF REPORTING PERSONS.
Sandy Spring Bank
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION State of Maryland |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
|
6. |
SHARED VOTING POWER 0 | |
|
7. |
SOLE DISPOSITIVE POWER 0 | |
|
8. |
SHARED DISPOSITIVE POWER 0 |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% of common stock at December 31, 2012. |
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) BK
|
Page 4 of 10 Pages
CUSIP No. 018535104
|
1. |
NAMES OF REPORTING PERSONS.
West Financial Services, Inc.
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION State of Maryland |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
|
6. |
SHARED VOTING POWER 0 | |
|
7. |
SOLE DISPOSITIVE POWER 0 | |
|
8. |
SHARED DISPOSITIVE POWER 0 |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
|
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% of common stock at December 31, 2012. |
|
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA |
Page 5 of 10 Pages
SCHEDULE 13G
| Item 1. | ||
| (a) | Name of Issuer: | |
| Alliance Bankshares Corporation | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
| 14200 Park Meadow Drive | ||
| Suite 200 South | ||
| Chantilly, Virginia 20151 | ||
| Item 2. | ||
| (a) | Name of Person Filing: | |
| Sandy Spring Bancorp, Inc. | ||
| Sandy Spring Bank | ||
| West Financial Services, Inc. | ||
| (b) | Address of Principal Business Office or, if none, Residence: | |
| 17801 Georgia Avenue | ||
| Olney, Maryland 20832 | ||
| (c) | Citizenship: | |
| State of Maryland | ||
| (d) | Title of Class of Securities: | |
| Common Stock, par value $4.00 per share | ||
| (e) | CUSIP Number: | |
| See Page 1. | ||
Page 6 of 10 Pages
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (b) | [x] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (e) | [x] An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E); | |
| (g) | [x] A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G). | |
| Item 4. | Ownership. | |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||
| (a) Amount beneficially owned: 0 | ||
| (b) Percent of class: 0% of common stock at December 31, 2012. | ||
| (c) Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: | |
| 0 | ||
| (ii) | Shared power to vote or to direct the vote: | |
| 0 | ||
| (iii) | Sole power to dispose or to direct the disposition of: | |
| 0 | ||
| (iv) | Shared power to dispose or to direct the disposition of: | |
| 0 | ||
Note: This filing reflects beneficial share ownership in Alliance Bankshares Corp. On December 21, 2012, Alliance Bankshares Corp consummated a plan of merger with WashingtonFirst Bankshares, Inc. (“WFBI”), with WFBI being the surviving entity. As a result of that transaction, the reporting person no longer has any share ownership in Alliance Bankshares Corp and is not a beneficial owner of more than five percent of the surviving entity. | ||
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. | ||
| 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 or Control Person. | |
| N/A | ||
Page 7 of 10 Pages
| Item 8. | Identification and Classification of 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 acquired and are held in the ordinary course of business and 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. | ||
Page 8 of 10 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.
| SANDY SPRING BANCORP, INC. | |
| February 5, 2013 | |
| Date | |
| /s/ Ronald E. Kuykendall | |
| Signature | |
| Ronald E. Kuykendall, General Counsel | |
| Name/Title | |
| SANDY SPRING BANK | |
| February 5, 2013 | |
| Date | |
| /s/ Frederick G. Burke | |
| Signature | |
| Frederick G. Burke, Senior Vice President | |
| Name/Title | |
| WEST FINANCIAL SERVICES, INC. | |
| February 5, 2013 | |
| Date | |
| /s/ Glen J. Buco | |
| Signature | |
| Glen J. Buco, President | |
| Name/Title |
Page 9 of 10 Pages
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Alliance Bankshares Corporation and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 5th day of February, 2013.
(signatures on next page)
Page 10 of 10 Pages
| SANDY SPRING BANCORP, INC. | |
| February 5, 2013 | |
| Date | |
| /s/ Ronald E. Kuykendall | |
| Signature | |
| Ronald E. Kuykendall, General Counsel | |
| Name/Title | |
| SANDY SPRING BANK | |
| February 5, 2013 | |
| Date | |
| /s/ Frederick G. Burke | |
| Signature | |
| Frederick G. Burke, Senior Vice President | |
| Name/Title | |
| WEST FINANCIAL SERVICES, INC. | |
| February 5, 2013 | |
| Date | |
| /s/ Glen J. Buco | |
| Signature | |
| Glen J. Buco, President | |
| Name/Title |