-----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, C/jHRkOhcTQ49UtraPxLuhBO4rtFvQrT/Liq2om0mlcjnL65oxi2820vACCcYcD6 ozuyJ/r0oPOSishLYWcovA== 0000927089-01-500023.txt : 20010208 0000927089-01-500023.hdr.sgml : 20010208 ACCESSION NUMBER: 0000927089-01-500023 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST NILES FINANCIAL INC CENTRAL INDEX KEY: 0001065823 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341870418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-60335 FILM NUMBER: 1527277 BUSINESS ADDRESS: STREET 1: 55 NORTH MAIN STREET CITY: NILES STATE: OH ZIP: 44446 BUSINESS PHONE: 3306522539 MAIL ADDRESS: STREET 1: 55 NORTH MAIN STREET CITY: NILES STATE: OH ZIP: 44446 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEPHENS WILLIAM L CENTRAL INDEX KEY: 0001133698 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 55 NORTH MAIN STREET CITY: NILES STATE: OH ZIP: 44446-0311 BUSINESS PHONE: 3306522539 MAIL ADDRESS: STREET 1: 55 NORTH MAIN STREET CITY: NILES STATE: OH ZIP: 44446-0311 SC 13D 1 s-13d.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

First Niles Financial, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

33582N 10 6

(CUSIP Number)

William L. Stephens
c/o First Niles Financial, Inc.
55 North Main Street
P.O. Box 311
Niles, Ohio 44446
(330) 652-2539

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

January 1, 2001

(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 §§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 §240.13d-7(b) for other parties to whom copies are to be sent.

SCHEDULE 13D

CUSIP No. 553519-10-9

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William L. Stephens
	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __ (b) __
	3.	SEC USE ONLY
	4.	SOURCE OF FUNDS PF, SC
	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 of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 49,123
	8.	SHARED VOTING POWER 40,971
	9.	SOLE DISPOSITIVE POWER 49,123
	10.	SHARED DISPOSITIVE POWER 40,971

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 90,094
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES __
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14.	TYPE OF REPORTING PERSON IN

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Item 1. Security and Issuer

The class of equity securities to which this statement relates is the common stock, par value $.01 per share (the "Common Stock"), of First Niles Financial, Inc. ("First Niles"), with its main office located at 55 North Main Street, Niles, Ohio 44446.

Item 2. Identity and Background

The name and address of the person filing this statement is William L. Stephens, c/o First Niles Financial, 55 North Main Street, P.O. Box 311, Niles, Ohio 44446. Mr. Stephens serves as Chairman of the Board, President and Chief Executive Officer of First Niles and its wholly owned subsidiary Home Federal Savings and Loan Association of Niles. During the last five years, Mr. Stephens has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being 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 being found in violation with respect to such laws.

Mr. Stephens is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

On October 26, 1998, in connection with First Niles' initial public offering of Common Stock, Mr. Stephens acquired, 30,000 shares of Common Stock. The shares are held jointly with Mr. Stephen's spouse Shirley Stephens. The acquisition of the foregoing Common Stock was made with personal funds for an aggregate purchase price of approximately $300,000.

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On December 15, 1999, Mr. Stephens was awarded 14,035 shares of Common Stock under First Niles' Recognition and Retention Plan, which vested in equal installments on December 15, 1999, January 1, 2000 and January 1, 2001. The Common Stock was provided at no cost to Mr. Stephens. Also, on December 15, 1999, Mr. Stephens was awarded options to purchase 35,088 shares of Common Stock at an exercise price of $12.53. The 35,088 options also vested in equal installments on December 15, 1999, January 1, 2000 and January 1, 2001.

In addition, the amount beneficially owned by Mr. Stephens includes 10,971 shares allocated to Mr. Stephen's account under First Niles' Employee Stock Ownership Plan ("ESOP").

Item 4. Purpose of Transaction

All of the shares acquired by Mr. Stephens, directly or indirectly, were acquired for investment purposes. Mr. Stephens may, from time to time, depending upon market conditions and other investment considerations, purchase additional shares of First Niles for investment purposes or dispose of shares of First Niles. As an executive officer and director of First Niles, Mr. Stephens regularly explores potential actions and transactions which may be advantageous to First Niles, including, but not limited to, possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management, policies, governing instruments, capitalization, securities or regulatory or reporting obligations of First Niles.

Except as noted above, Mr. Stephens has no plans or proposals which relate to or would result in:

(a) the acquisition by any person of additional securities of First Niles, or the disposition of securities by First Niles;

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(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving First Niles or any of its subsidiaries;

(d) any change in the present Board of Directors or management of First Niles, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;

(e) any material change in the present capitalization or dividend policy of First Niles;

(f) any other material change in First Niles' business or corporate structure;

(g) changes in First Niles' articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of First Niles by any persons;

(h) causing a class of securities of First Niles to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-quotation system of a registered national securities association;

(i) a class of equity securities of First Niles becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) Mr. Stephens beneficially owns an aggregate of 90,094 shares of Common Stock, constituting 5.6% of the number of shares of such Common Stock outstanding on the date hereof.

(b) With respect to the 90,094 shares of Common Stock owned beneficially by Mr. Stephens, such amounts include:

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(1) 14,035 shares of Common Stock over which Mr. Stephens has sole voting and dispositive power.

(2) 30,000 shares of Common Stock over which Mr. Stephens shares voting and dispositive power with his spouse, Shirley Stephens, who's address is c/o First Niles Financial, 55 North Main Street, P.O. Box 311, Niles, Ohio 44446. Mrs. Stephens is retired. During the last five years, Mrs. Stephens has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in her being 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 being found in violation with respect to such laws. Mrs. Stephens is a citizen of the United States of America.

(3) 10,971 shares of Common Stock allocated to Mr. Stephen's ESOP account over which Mr. Stephens has shared voting and shared dispositive power.

(4) Options to purchase 35,088 shares of Common Stock, which upon exercise, Mr. Stephen's will have sole voting and dispositive power.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held by Mr. Stephens, except for the 10,971 shares held in Mr. Stephen's ESOP account.

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Stephens and any other person with respect to any securities of the issuer, including but not limited to, transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. None of the Common Stock beneficially owned by Mr. Stephens are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such shares.

Item 7. Material to be Filed as Exhibits

None.

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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.

Date:February 7, 2001	/s/ WILLIAM L. STEPHENS
	William L. Stephens

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