-----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, SWifVmYzkP2ChPtNjDhU9mttyEjAytM7gCAeOV/OZb4C/4Au6lng2B1/aJ6NeF2t OcTfPIJvboBrnrguDOuKzw== 0000904280-99-000019.txt : 19990122 0000904280-99-000019.hdr.sgml : 19990122 ACCESSION NUMBER: 0000904280-99-000019 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990121 GROUP MEMBERS: FIRST COMMERCIAL TRUST COMPANY, N.A. GROUP MEMBERS: HCB BANCSHARES INC ESOP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HCB BANCSHARES INC CENTRAL INDEX KEY: 0001029740 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 621670792 STATE OF INCORPORATION: OK FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-52807 FILM NUMBER: 99509177 BUSINESS ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON ST CITY: CAMDEN STATE: AK ZIP: 71701 BUSINESS PHONE: 8708366841 MAIL ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON STREET CITY: CAMDEN STATE: AK ZIP: 71701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HCB BANCSHARES INC ESOP CENTRAL INDEX KEY: 0001054974 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] STATE OF INCORPORATION: OK FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON ST CITY: CAMDEN STATE: AK ZIP: 71701 BUSINESS PHONE: 5018366841 MAIL ADDRESS: STREET 1: HEARTLAND COMMUNITY BANK STREET 2: 237 JACKSON STREET CITY: CAMDEN STATE: AK ZIP: 71701 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G FOR 1999 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)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1) * HCB Bancshares, Inc. -------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------- (Title of Class of Securities) 40413N 10 6 -------------------- (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [x] 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 1 of 6 pages CUSIP No. 40413N 10 6 13G Page 2 of 6 Pages 1. NAME OF REPORTING PERSON: HCB Bancshares, Inc. Employee Stock Ownership Plan Trust SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 62-1696103 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Arkansas Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 42,319 7. SOLE DISPOSITIVE POWER: 211,600 8. SHARED DISPOSITIVE POWER: 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 211,600 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 100% 12. TYPE OF REPORTING PERSON: EP CUSIP No. 40413N 10 6 13G Page 3 of 6 Pages 1. NAME OF REPORTING PERSON: First Commercial Trust Company, N.A. SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 71-0704154 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 169,281 6. SHARED VOTING POWER 42,319 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 211,600 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 100% 12. TYPE OF REPORTING PERSON* BK Page 4 of 6 Pages ITEM 1(a) NAME OF ISSUER: HCB Bancshares, Inc. ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 237 Jackson Street, S.W. Camden, Arkansas 71701-0878 ITEM 2(a) NAME OF PERSON(S) FILING: HCB Bancshares, Inc. Employee Stock Ownership Plan Trust ("ESOP"), and the following entity which serves as its trustee: First Commercial Trust Company, N.A. 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 $.01 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. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: (f) [x] An employee benefit plan or endowment fund, in accordance with Rule 13d-1(b)(1)(ii)(F); If this statement is filed pursuant to Rule 13d-1 (c), check this box. [x] Items (a), (b), (c), (d), (e), (g), (h), (i), and (j) are 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 Rule 13d-1(c) and applicable SEC no-action letters. Page 5 of 6 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. HCB Bancshares, Inc. in its capacity as the ESOP Committee, has the power to determine whether dividends on allocated shares that are paid to the ESOP trust are distributed to participants or used to repay the ESOP loan. 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, each signatory in the capacity of an ESOP trustee certifies that, to the best of his or her 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 6 of 6 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. HCB BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN TRUST First Commercial Trust Company, N.A. as Trustee By: /s/ Brent Houston January 4, 1999 ---------------------------- --------------- Its Senior Employee Benefits Officer Date FIRST COMMERCIAL TRUST COMPANY, N.A. By: /s/ Brent Houston January 4, 1999 ---------------------------- --------------- Its Senior Employee Benefits Officer Date -----END PRIVACY-ENHANCED MESSAGE-----