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OMB APPROVAL
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OMB NUMBER: 3235-0145
EXPIRES: DECEMBER 31, 2005
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE......11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
(AMENDMENT NO. 13)*
BERKSHIRE BANCORP INC.
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(NAME OF ISSUER)
COMMON STOCK, $.10 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
084597-10-3
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(CUSIP NUMBER)
Emanuel J. Adler
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS)
March 4, 2005
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(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 SS.SS.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 SS.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
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).
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1746 (11-03)
PAGE 1 OF 8 PAGES
CUSIP NO. 084597-10-3
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
MOSES MARX
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) |X|
(B) |_|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 3,557,693 (includes options to purchase 1,000 shares of
OWNED Common Stock)
BY EACH --------------------------------------------------------------
REPORTING (8) SHARED VOTING POWER
PERSON WITH
-0-
--------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
3,557,693 (includes options to purchase 1,000 shares of
Common Stock)
--------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,557,693 (includes options to purchase 1,000 shares of Common Stock)
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.7%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
PAGE 2 OF 8 PAGES
CUSIP NO. 084597-10-3
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
MOMAR CORPORATION
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) |X|
(B) |_|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
N/A
--------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
|_|
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
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NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 285,000
OWNED --------------------------------------------------------------
BY EACH (8) SHARED VOTING POWER
REPORTING
PERSON WITH -0-
--------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
285,000
--------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,000
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
PAGE 3 OF 8 PAGES
CUSIP NO. 084597-10-3
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
TERUMAH FOUNDATION, INC.
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) |X|
(B) |_|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
WC, 00
--------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
|_|
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 391,163
OWNED --------------------------------------------------------------
BY EACH (8) SHARED VOTING POWER
REPORTING
PERSON WITH -0-
--------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
391,163
--------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
391,163
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
PAGE 4 OF 8 PAGES
Item 2. Identity and Background.
(a) This Amendment No. 13 amends and supplements the Schedule 13D,
as amended and supplemented by Amendments Nos. 1 through 12,
inclusive (the "Schedule 13D"), of Moses Marx, an individual, and
Momar Corporation, a Maryland corporation ("Momar"), with respect to
the Common Stock, $.10 par value ("Common Stock") of Berkshire
Bancorp Inc., a Delaware corporation (the "Company"), formerly known
as Cooper Life Sciences, Inc. Except as amended hereby, there has
been no change in the information contained in the Schedule 13D.
Pursuant to Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule
13D is being filed by Mr. Marx, Momar and Terumah Foundation, Inc.,
a New York not-for-profit corporation (the "Foundation"). The
individual and entities hereinabove set forth (collectively, the
"Reporting Persons") are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of
Section 13d(d)(3) of the Exchange Act. Information regarding Mr.
Marx and Momar in response to Item 2 of Schedule 13D has been
previously submitted in prior filings of this Schedule 13D. Set
forth below is such information regarding the Foundation.
(b) - (c)
The Foundation is a New York not-for-profit corporation and a
501(c)(3) tax exempt organization. The principal business address of
the Foundation is 160 Broadway, New York, NY 10038. Pursuant to
Instruction C to Schedule 13D, the executive officers of the
Foundation are Moses Marx - President, Dr. Joseph M. Fink -
Treasurer, and Philippe Katz - Secretary; the "Key Directors" of the
Foundation, as defined in the Foundation's by-laws, are Moses Marx
and Marga Marx; and the "Directors" of the Foundation, as defined in
the Foundation's by-laws, are Philippe Katz, Esther Katz, Dr. Joseph
M. Fink and Eva Fink. By resolution dated March 4, 2005, the by-laws
of the Foundation were amended so that each Key Director has three
votes and each Director has one vote on the Foundation's Board of
Directors. Mr. Marx, Mr. Katz and Dr. Fink are principally employed
as private investors and their principal business address is 160
Broadway, New York, NY 10038. Mrs. Marx is principally employed as a
college administrator. Mrs. Katz and Mrs. Fink are principally
employed as homemakers. The principal business address of Mrs. Marx,
Mrs. Katz and Mrs. Fink is c/o the Foundation, 160 Broadway, New
York, NY 10038.
(d) Neither the Foundation nor any other person described in this
Item 2 has, during the last five years, been convicted in a criminal
proceeding.
(e) Neither the Foundation nor any other person described in this
Item 2 has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
The shares of Common Stock reported in Item 5 as beneficially owned
by the Foundation were received by the Foundation as charitable
donations or purchased in the open market.
PAGE 5 OF 8 PAGES
Item 4. Purpose of the Transaction.
The shares of Common Stock reported in Item 5 herein were acquired
by the Foundation for investment purposes. The Foundation may
acquire shares of Common Stock by donation or otherwise from time to
time and may dispose of any or all of the shares of Common Stock
beneficially owned by it (to the extent it has dispositive power
over such shares) at any time. The Foundation has no plans or
proposals which relate to, or could result in any of the matters
referred to in Paragraphs (b) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
According to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 2004, there were 6,748,675 shares of
Common Stock outstanding on November 5, 2004.
As of the date of this Amendment No. 13, Moses Marx beneficially
owned 3,557,693 shares of Common Stock, representing 52.7%
(calculated in accordance with the instructions to Schedule 13D) of
the issued and outstanding shares of the Common Stock. Said
securities consist of (i) 2,880,530 shares owned directly by Mr.
Marx; (ii) 285,000 shares owned of record by Momar Corporation
("Momar"); (iii) 391,163 shares owned of record by the Foundation;
and (iv) options to purchase 1,000 shares of Common Stock. With
respect to the shares described in clauses (ii) and (iii), Mr. Marx
may be deemed to be a beneficial owner of such shares by virtue of
his being the only person (in the case of the Foundation, by voting
together with his wife, Marga Marx, who together constitute six of
the ten votes on the Foundation's Board for Directors) in a position
to determine the investment and voting decisions of Momar and the
Foundation, respectively, with respect to such shares.
The foregoing does not include any of the 160,500 shares owned by
Eva and Esther, L.P., of which Mr. Marx has an 80.5% limited
partnership interest and of which Mr. Marx's daughters and their
husbands are the general partners.
(c) The Reporting Persons effected no transactions in the Shares
during the last 60 days.
(d) Each of the Reporting Persons affirms that no person other than
the Reporting Persons has the right to receive, or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock owned by the Reporting Persons.
(e) It is inapplicable for the purposes hereof to state the date on
which the Reporting Persons ceased to be the owners of more than
five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as set forth above or elsewhere in this Schedule 13D, the
Reporting Persons do not have any contract, arrangement,
understanding or relationship (legal or otherwise) with any person
with respect to any securities of the Company, including, but not
limited to, transfer or voting of any such securities, finders'
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving
or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1. Agreement dated March 21, 2005, among the Reporting Persons
relating to the filing of a joint statement pursuant to Rule
13d-1(k).
PAGE 6 OF 8 PAGES
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Date: March 21, 2005
/s/ Moses Marx
-------------------------------------
MOSES MARX
MOMAR CORPORATION
By: /s/ Moses Marx
---------------------------------
Name: Moses Marx
Title: President
TERUMAH FOUNDATION, INC.
By: /s/ Philippe D. Katz
---------------------------------
Name: Philippe D. Katz
Title: Secretary
PAGE 7 OF 8 PAGES
Exhibit 1
The undersigned hereby agree, pursuant to Rule 13d-1(k) to file a joint
statement on Schedule 13D and amendments thereto pertaining to their shares of
Common Stock of Berkshire Bancorp Inc.
This agreement may be terminated for any reason by any party hereto
immediately upon the personal delivery or facsimile transmission of notice to
that effect to the other parties hereto.
This agreement may be executed in counterparts and all so executed shall
constitute one agreement.
Date: March 21, 2005
/s/ Moses Marx
-------------------------------------
MOSES MARX
MOMAR CORPORATION
By: /s/ Moses Marx
---------------------------------
Name: Moses Marx
Title: President
TERUMAH FOUNDATION, INC.
By: /s/ Philippe D. Katz
---------------------------------
Name: Philippe D. Katz
Title: Secretary
PAGE 8 OF 8 PAGES