|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
OMB
APPROVAL
|
|
|
OMB
NUMBER: 3235-0145
|
||
|
Expires:
February 28, 2009
|
||
|
Estimated
average burden
Hours
per response…11
|
||
|
SCHEDULE
13D
|
|
BERKSHIRE
BANCORP INC.
|
|
(Name
of Issuer)
|
|
COMMON
STOCK, $.10 PAR VALUE
|
|
(Title
of Class of Securities)
|
|
084597-10-3
|
|
(CUSIP
Number)
|
|
Emanuel
J. Adler
Blank
Rome 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, 2007
|
|
(Date
of Event which Requires Filing of this
Statement)
|
|
CUSIP
NO. 084597-10-3
|
|
1.
|
NAMES
OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY).
MOSES
MARX
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A)
ý
(B)
o
|
|
|
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) o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
|
|
NUMBER
OF
SHARES
|
7.
|
SOLE
VOTING POWER
3,752,808
|
|
BENEFICIALLY
OWNED
BY
|
8.
|
SHARED
VOTING POWER
-0-
|
|
EACH
REPORTING
|
9.
|
SOLE
DISPOSITIVE POWER
3,752,808
|
|
PERSON
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
-0-
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,752,808
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ý
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.3%
|
|
|
14.
|
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
|
|
|
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 (SEE INSTRUCTIONS)
(A)
ý
(B)
o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
N/A
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) or
2(E) o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
MARYLAND
|
|
|
NUMBER
OF
SHARES
|
7.
|
SOLE
VOTING POWER
285,000
|
|
BENEFICIALLY
OWNED
BY
|
8.
|
SHARED
VOTING POWER
-0-
|
|
EACH
REPORTING
|
9.
|
SOLE
DISPOSITIVE POWER
285,000
|
|
PERSON
WITH
|
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) o
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
|
|
|
14.
|
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
|
|
|
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 (SEE INSTRUCTIONS)
(A)
ý
(B)
o
|
|
|
3.
|
SEC
USE ONLY
|
|
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
N/A
|
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) or
2(E) o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NEW
YORK
|
|
|
NUMBER
OF
SHARES
|
7.
|
SOLE
VOTING POWER
386,163
|
|
BENEFICIALLY
OWNED
BY
|
8.
|
SHARED
VOTING POWER
-0-
|
|
EACH
REPORTING
|
9.
|
SOLE
DISPOSITIVE POWER
386,163
|
|
PERSON
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
-0-
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
386,163
|
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
|
|
14.
|
TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
|
|
|
Item
2.
|
Identity
and Background.
|
|
(a)
This Amendment No. 17 amends and supplements the Schedule 13D, as
amended
and supplemented by Amendments Nos. 1 through 16, 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, Momar and the
Foundation in response to Item 2 of Schedule 13D has been previously
submitted in prior filings of this Schedule
13D.
|
|
Item
3.
|
Source
and Amount of Funds or other
Consideration.
|
|
The
source and amount of the funds used by Mr. Marx to purchase the shares
of
Common Stock reported in Item 5(c) are personal funds in the aggregate
amount of $2,192,382.00.
|
|
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, 2007, there were 7,039,706 shares of Common Stock
outstanding on November 12, 2007.
|
|
As
of the date of this Amendment No. 17 Moses Marx beneficially owned
3,752,808 shares of Common Stock, representing 53.3% (calculated
in
accordance with the instructions to Schedule 13D) of the issued and
outstanding shares of the Common Stock. Said securities consist of
(i)
3,081,645 shares owned directly by Mr. Marx; (ii) 285,000 shares
owned of
record by Momar; and (iii) 386,163 shares owned of record by the
Foundation. 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
a
majority of the votes on the Foundation’s Board of 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 162,184 shares owned by Eva
and
Esther, L.P., of which Mr. Marx has a 23.0% limited partnership interest
and of which Mr. Marx’s daughters and their husbands are the general
partners.
|
|
Date
|
Number
of
Shares
Purchased
|
|
|
Price
Per Share
|
|||
|
12/24/2007
|
266
|
$
|
15.50
|
||||
|
12/24/2007
|
25,000
|
$
|
15.75
|
|
|||
|
12/24/2007
|
25,000
|
$
|
15.85
|
||||
|
12/24/2007
|
25,000
|
$
|
15.95
|
||||
|
12/24/2007
|
25,000
|
$
|
16.00
|
||||
|
12/26/2007
|
37,239
|
$
|
15.50
|
||||
|
12/27/2007
|
1,439
|
$
|
15.50
|
|
(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.
|
| |
|
|
| By: | /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 | ||