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SEC 1746 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
(11-02) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
(AMENDMENT NO. 12)*
BERKSHIRE BANCORP INC.
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
084597-10-3
(CUSIP NUMBER)
Emanuel J. Adler
Blank Rome Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS)
December 24, 2002
(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).
PAGE 1 OF 5 PAGES
CUSIP NO. 084597-10-3
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MOSES MARX
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
1,048,620 (includes options to purchase 1,000 shares of
Common Stock)
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,048,620 (includes options to purchase 1,000 shares of
WITH Common Stock)
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,620 (includes options to purchase 1,000 shares of Common Stock)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 5 PAGES
CUSIP NO. 084597-10-3
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MOMAR CORPORATION
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
________________________________________________________________________________
7 SOLE VOTING POWER
95,000
_________________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 95,000
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 5 PAGES
This Amendment No. 12 amends and supplements the Schedule 13D, as amended
and supplemented by Amendments Nos. 1 through 11, inclusive (the "Schedule
13D"), heretofore filed by the Reporting Persons with the Securities and
Exchange Commission with respect to the Common Stock ("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.
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, 2002, there were 2,241,576 shares of Common Stock
outstanding on November 8, 2002.
Moses Marx
As of the date of this Amendment No. 12 Moses Marx beneficially owned
1,048,620 shares of Common Stock, representing 46.8% (calculated in
accordance with the instructions to Schedule 13D) of the issued and
outstanding shares of the Common Stock. Said securities consist of (i)
952,620 shares owned directly by Mr. Marx; (ii) 95,000 shares owned of
record by Momar Corporation ("Momar"); and (iii) options to purchase 1,000
shares of Common Stock. With respect to the shares described in clause
(ii), Mr. Marx may be deemed to be a beneficial owner of such shares by
virtue of his being the only person in a position to determine the
investment and voting decisions of Momar with respect to such shares.
The foregoing does not include any of the 53,500 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.
Mr. Marx has the sole power to vote and dispose of all such shares
Momar
Momar owns 95,000 shares of Common Stock, comprising 4.2% of the issued
and outstanding shares of the Common Stock.
Momar has the sole power to vote and dispose of all such shares. Mr. Marx
has sole power to vote and dispose of all such shares on behalf of Momar.
(c) On December 24, 2002 Momar made a charitable contribution of 30,000
shares of Common Stock.
Other than as set forth above, during the last 60 days, the Reporting
Persons effected no transactions in the Shares.
(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.
PAGE 4 OF 5 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: January 13, 2003
/s/ Moses Marx
---------------------------------
MOSES MARX
MOMAR CORPORATION
By: /s/ Moses Marx
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Moses Marx, President
PAGE 5 OF 5 PAGES