-----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, IljbgumcQfH1Llxf0BHOAljo31tq9SK3pw+eImLVpLf6qqsWnCJSdJkOarPDi/Bd KgmPu86obSqPORjj4fF05Q== 0000896463-97-000032.txt : 19970222 0000896463-97-000032.hdr.sgml : 19970222 ACCESSION NUMBER: 0000896463-97-000032 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NASD GROUP MEMBERS: STAR BANK N A GROUP MEMBERS: STAR BANK, N.A. GROUP MEMBERS: WINTON FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WINTON FINANCIAL CORP CENTRAL INDEX KEY: 0000857907 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 311303854 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41400 FILM NUMBER: 97525611 BUSINESS ADDRESS: STREET 1: 5511 CHEVIOT ROAD CITY: CINCINNATI STATE: OH ZIP: 45247 BUSINESS PHONE: 5133853880 MAIL ADDRESS: STREET 1: 5511 CHEVIOT ROAD CITY: CINCINNATI STATE: OH ZIP: 45247 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STAR BANK N A CENTRAL INDEX KEY: 0000837810 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 310841368 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 425 WALNUT STREET STREET 2: P O BOX 1038 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5136324000 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under The Securities Exchange Act of 1934 (Amendment No 4)* WINTON FINANCIAL CORPORATION ---------------------------- (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 9776446104 -------------- (CUSIP Number) Check the following box if a fee is being paid with this statement. _____ (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *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 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). (Continued on the following page(s)) Page 1 of 8 Pages CUSIP No. 9776446104 Page 2 of 8 Pages 1) Name of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons Star Bank, N.A., Trustee of the Winton Financial Corporation Employee Stock Ownership Plan ________________________________________________________________________________ 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 ________________________________________________________________________________ | Number of Shares: | 5) Sole Voting Power: 0 Beneficially | Owned By | 6) Shared Voting Power: 0 Each | Reporting | 7) Sole Dispositive Power: 0 Person | With | 8) Shared Dispositive Power: 0 ___________________________________|____________________________________________ 9) Aggregate Amount Beneficially Owned By Each Reporting Person: 0 (See Item 4.) ________________________________________________________________________________ 10) Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions) |X| See Item 4. ________________________________________________________________________________ 11) Percent of Class Represented by Amount in Row 9: 0% ________________________________________________________________________________ 12) Type of Reporting Person (See Instructions): BK CUSIP No. 9776446104 Page 3 of 8 Pages 1) Name of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons Winton Financial Corporation Employee Stock Ownership Plan ________________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (a) _____ (b) __X__ ________________________________________________________________________________ 3) SEC Use Only ________________________________________________________________________________ 4) Citizenship or Place of Organization: Ohio ________________________________________________________________________________ | Number of Shares: | 5) Sole Voting Power: 0 Beneficially | Owned By | 6) Shared Voting Power: 0 Each | Reporting | 7) Sole Dispositive Power: 0 Person | With | 8) Shared Dispositive Power: 147,323 ____________________________________|___________________________________________ 9) Aggregate Amount Beneficially Owned By Each Reporting Person: 147,323 ________________________________________________________________________________ 10) Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions) _____ ________________________________________________________________________________ 11) Percent of Class Represented by Amount in Row 9: 7.4% ________________________________________________________________________________ 12) Type of Reporting Person (See Instructions): EP -3- Item 1 (a) Name of Issuer Winton Financial Corporation Item 1(b) Address of Issuer's Principal Executive Offices: 5511 Cheviot Road Cincinnati, OH 45239 Item 2(a) Name of Person Filing Star Bank, N.A. Winton Financial Corporation Employee Stock Ownership Plan Item 2(b) Address of Principal Business Office or, if none, Residence Star Bank, N.A. Winton Financial Corporation P.O. Box 118 Employee Stock Ownership Plan Cincinnati, OH 45201 c/o Star Bank, N.A., trustee P. O. Box 118 Cincinnati, OH 45201 Item 2(c) Citizenship Star Bank, N.A.: Organized under the laws of the United States Winton Financial Corporation Employee Stock Ownership Plan: Organized in Ohio Item 2(d) Title and Class of Securities: Common Stock Item 2(e) CUSIP Number 9776446104 -4- Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a)_____ Broker or Dealer registered under Section 15 of the Act (b)__X__ Bank as defined in Section 3(a)(6) of the Act (c)_____ Insurance Company as defined in Section 3(a)(19) of the Act. (d)_____ Investment Company registered under Section 8 of the Investment Company Act (e)_____ Investment Advisor registered under Section 203 of the Investment Advisers Act of 1940 (f)__X__ Employee Benefit Plan or Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F) (g)_____ Parent Holding Company in accordance with ss. 240.13d-1(b)(ii)(G) (h)_____ Group in accordance with ss. 240.13d-1(b)(1)(ii)(H) Item 4. Ownership (a) Amount Beneficially Owned: Star Bank, N.A: 0 Winton Financial Corporation Employee Stock Ownership Plan: 147,323 (b) Percent of Class Star Bank, N.A: 0 Winton Financial Corporation Employee Stock Ownership Plan: 7.4% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct vote SEE BELOW (ii) Shared power to vote or to direct vote SEE BELOW (iii) Sole power to dispose or direct the disposition of SEE BELOW (iv) Shared power to dispose or direct disposition of SEE BELOW -5- At December 31, 1996, there were 147,323 common shares of Winton Financial Corporation Employee Stock Ownership Plan (the "ESOP" or "Plan"). Star Bank, N.A., is the trustee of the Plan. As of December 31, 1996, 147,323 shares held by the plan have been allocated to plan participants. Under the terms of the Plan and related Trust Agreement, the trustee votes all shares allocated to the accounts of participants as directed by the participants to whose accounts such shares have been allocated. With respect to unallocated shares or allocated shares for which no voting instructions have been given, the trustee votes such shares in the same proportion as the shares for which voting instructions were received. The Trust Agreement provides that, except as otherwise provided in the Plan, the trustee shall vote the shares held by the ESOP as directed by the ESOP Committee of the Board of Directors of Winton Financial Corporation. Thus the ESOP Committee can direct voting of shares held by the Plan only if none of the participants to whom shares have been allocated provides voting instructions. The Securities and Exchange Commission has taken the position that the trustee of an employee stock ownership plan is the beneficial owner of shares for which no voting instructions have been received. At December 31, 1996, there were no pending matters for shareholder votes. Therefore, Star Bank, N.A., has determined that, at that date, it had no power to vote any of the shares held by the Plan because before the next anticipated shareholder vote, participants were still able to direct the voting of their shares and, without any voting instruction, the ESOP Committee would direct the voting. Star Bank, N.A., has no power to dispose of the shares, except as specifically directed by the Plan to pay participants. 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 |X|. See Item 4 above. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More Than Five Percent on Behalf of Another Person Inapplicable -6- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Inapplicable Item 8. Identification and Classification of Members of the Group Inapplicable Item 9. Notice of Dissolution of Group Inapplicable 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 purposes or effect. Signature STAR BANK, NA January 29, 1997 ____________________________ By: Paul Karl Date ___________________________________ Paul Karl Trustee WINTON FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN January 29, 1997 _____________________________ By: Star Bank, N.A., Trustee Date By: Paul Karl ___________________________________ Paul Karl Trustee -7- EXHIBIT A AGREEMENT FOR JOINT FILING OF SCHEDULE 13G The undersigned hereby agree that the Schedule 13G being filed with the Securities and Exchange Commission to report their beneficial ownership of more than 5% of the common shares of Winton Financial Corporation, an Ohio Corporation, shall be and is, filed on behalf of each of the undersigned STAR BANK, NA January 29, 1997 ____________________________ By: Paul Karl Date ___________________________________ Paul Karl Trustee WINTON FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN January 29, 1997 _____________________________ By: Star Bank, N.A., Trustee Date By: Paul Karl ___________________________________ Paul Karl Trustee -8- -----END PRIVACY-ENHANCED MESSAGE-----