-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D90QB/0HkTb7ne16rJS/Bi4QMlSpcjVSHz0G2B7pKTRGCBFPPHRrUggR3HfuP1kl NUD+80XZGlF2wiuSh0c4mA== 0000904280-98-000046.txt : 19980210 0000904280-98-000046.hdr.sgml : 19980210 ACCESSION NUMBER: 0000904280-98-000046 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980209 SROS: NASD GROUP MEMBERS: HAROLD SHOOK GROUP MEMBERS: JOHN E. MARSHALL GROUP MEMBERS: RUSSELL L. RIDD GROUP MEMBERS: WAYNE BANK EMPLOYEE STOCK OWNERSHIP PLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORWOOD FINANCIAL CORP CENTRAL INDEX KEY: 0001013272 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232828306 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-49263 FILM NUMBER: 98524784 BUSINESS ADDRESS: STREET 1: 717 MAIN ST STREET 2: PO BOX 269 CITY: HONESDALE STATE: PA ZIP: 18431 BUSINESS PHONE: 7172531455 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WAYNE BANK EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001032930 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 240754330 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 717 MAIN STREET CITY: HONESDALE STATE: PA ZIP: 18431 BUSINESS PHONE: 7172538556 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G FOR 1998 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1) * Norwood Financial Corp. -------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------- (Title of Class of Securities) 669549 10 7 -------------------- (CUSIP Number) _______________ * 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 1 of 9 pages CUSIP No. 669549 10 7 13G Page 2 of 9 Pages 1. NAME OF REPORTING PERSON: Wayne Bank Employee Stock Ownership Plan SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 24-0754330 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 53,031 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 53,031 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 53,031 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.96% 12. TYPE OF REPORTING PERSON: EP CUSIP No. 669549 10 7 13G Page 3 of 9 Pages 1. NAME OF REPORTING PERSON: Russell L. Ridd SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 2,013 6. SHARED VOTING POWER 76,252 7. SOLE DISPOSITIVE POWER: 2,013 8. SHARED DISPOSITIVE POWER: 76,252 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 78,265 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.80% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 669549 10 7 13G Page 4 of 9 Pages 1. NAME OF REPORTING PERSON: John E. Marshall SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 1,640 6. SHARED VOTING POWER 60,111 7. SOLE DISPOSITIVE POWER: 1,640 8. SHARED DISPOSITIVE POWER: 60,111 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 61,751 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.94% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 669549 10 7 13G Page 5 of 9 Pages 1. NAME OF REPORTING PERSON: Harold Shook SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 298 6. SHARED VOTING POWER 54,731 7. SOLE DISPOSITIVE POWER: 298 8. SHARED DISPOSITIVE POWER: 54,731 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 55,029 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.19% 12. TYPE OF REPORTING PERSON: IN Page 6 of 9 Pages ITEM 1(a) NAME OF ISSUER. Norwood Financial Corp. ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 717 Main Street Honesdale, Pennsylvania 18431 ITEM 2(a) NAME OF PERSON(S) FILING. Wayne Bank Employee Stock Ownership Plan ("ESOP"), and the following individuals who serve as trustees of the trust established under the ESOP: Russell L. Ridd, John E. Marshall and Harold Shook. ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE. Same as Item 1(b). ITEM 2(c) CITIZENSHIP. See Row 4 of the second part of the cover page provided for each reporting person. ITEM 2(d) TITLE OF CLASS OF SECURITIES. Common Stock, par value $.10 per share. ITEM 2(e) CUSIP NUMBER. See the upper left corner of the second part of the cover page provided for each reporting person. ITEM 3. CHECK WHETHER THE PERSON FILING IS A: (f) [x] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F), Items (a) (b) (c) (d) (e) (g) and (h) - not applicable. This Schedule 13G is being filed on behalf of the ESOP identified in Item 2(a), filing under the Item 3(f) classification, and by each trustee of the trust established pursuant to the ESOP, filing pursuant to SEC no-action letters. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the issuer held directly by these entities. Page 7 of 9 Pages ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: See Row 9 of the second part of the cover page provided for each reporting person. (b) Percent of Class: See Row 11 of the second part of the cover page provided for each reporting person. (c) See Rows 5, 6, 7, and 8 of the second part of the cover page provided for each reporting person. 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: [ ] ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Pursuant to Section 13.7 of the ESOP, the ESOP committee has the power to direct the receipt of dividends on shares held in the ESOP trust. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Page 8 of 9 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. WAYNE BANK EMPLOYEE STOCK OWNERSHIP PLAN By Its Trustees: /s/ Russell L. Ridd January 27, 1998 __________________________________ ________________ Russell L. Ridd, as Trustee Date /s/ John E. Marshall January 27, 1998 __________________________________ ________________ John E. Marshall, as Trustee Date /s/ Harold Shook January 27, 1998 __________________________________ ________________ Harold Shook, as Trustee Date /s/ Russell L. Ridd January 27, 1998 _________________________________________ ________________ Russell L. Ridd, as an Individual Date Stockholder /s/ John E. Marshall January 27, 1998 _________________________________________ ________________ John E. Marsahll, as an Individual Date Stockholder /s/ Harold Shook January 27, 1998 _________________________________________ ________________ Harold Shook, as an Individual Date Stockholder Page 11 of 11 Pages Exhibit A - --------- The trustees of the ESOP hold shares of common stock of the issuer in trust for the benefit of employees participating in the ESOP. Pursuant to Section 13.6 of the ESOP, (i) the trustees vote common stock allocated to participant accounts in accordance with instructions by participants, and (ii) shares of common stock of the issuer which have not been allocated and allocated stock for which no voting direction has been received shall be voted by the trustee in the same proportion that participants direct the voting of allocated shares, and (iii) if no voting direction has been received as to allocated shares, the issuer may direct the trustees as to the voting of all unallocated shares, and if the issuer gives no direction, the trustees shall vote such shares in their sole discretion. Pursuant to Section 13.3 of the ESOP, the trustees exercise investment direction as directed by the issuer in its capacity as the ESOP Committee. Overall, the trustees must exercise voting and dispositive power with respect to the assets held by the ESOP, including common stock of the issuer, in accordance with the fiduciary responsibility requirements imposed by Section 404 of the Employee Retirement Income Security Act of 1974, as amended. -----END PRIVACY-ENHANCED MESSAGE-----