-----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, BAVuzHIRINJ3DHj0pdhzdLTmu2mY/8TjUirQW5yK+AogW3W0HjdsehntFiEFqPN/ mB4uy3/JjBmqBDcuaIyXiQ== 0000904280-98-000060.txt : 19980211 0000904280-98-000060.hdr.sgml : 19980211 ACCESSION NUMBER: 0000904280-98-000060 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980210 SROS: NONE GROUP MEMBERS: A. W. KUHN GROUP MEMBERS: B. K. GOODWIN, III GROUP MEMBERS: E. H. MOORE, JR. GROUP MEMBERS: FIRST FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN GROUP MEMBERS: FRED T. BLAIR GROUP MEMBERS: G. LARRY RUSSELL GROUP MEMBERS: JAMES B. KOIKOS GROUP MEMBERS: JAMES E. MULKIN GROUP MEMBERS: MALCOLM E. LEWIS GROUP MEMBERS: ROBERT E. PADEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTFED BANCORP INC CENTRAL INDEX KEY: 0000876947 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 631048648 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-41864 FILM NUMBER: 98526856 BUSINESS ADDRESS: STREET 1: 1630 4TH AVE N CITY: BESSEMER STATE: AL ZIP: 35020 BUSINESS PHONE: 2054288472 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001008689 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631062013 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1630 FOURTH AVENUE NORTH CITY: BREESEMER STATE: AL ZIP: 35020-5711 BUSINESS PHONE: 2054288472 SC 13G/A 1 AMENDMENT NO. 2 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. 2) * FirstFed Bancorp, Inc. -------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------- (Title of Class of Securities) 33761Q102 -------------------- (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 15 pages CUSIP No. 33761Q102 13G Page 2 of 15 Pages 1. NAME OF REPORTING PERSONS: First Federal Savings Bank Employee Stock Ownership Plan I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 63-1062013 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 Alabama Number of shares beneficially owned by each reporting person with: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 71,885 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 71,885 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 71,885 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.23% 12. TYPE OF REPORTING PERSON: EP CUSIP No. 33761Q102 13G Page 3 of 15 Pages 1. NAME OF REPORTING PERSONS: B.K. Goodwin, III I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 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 18,908 6. SHARED VOTING POWER 15,000 7. SOLE DISPOSITIVE POWER: 16,681 8. SHARED DISPOSITIVE POWER: 15,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 33,908 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 2.94% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 33761Q102 13G Page 4 of 15 Pages 1. NAME OF REPORTING PERSONS: A.W. Kuhn I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 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 246 6. SHARED VOTING POWER 55,676 7. SOLE DISPOSITIVE POWER: 181 8. SHARED DISPOSITIVE POWER: 55,676 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 55,922 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.85% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 33761Q102 13G Page 5 of 15 Pages 1. NAME OF REPORTING PERSONS: Robert E. Paden I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 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 34,666 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER: 34,601 8. SHARED DISPOSITIVE POWER: 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 34,666 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.0% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 33761Q102 13G Page 6 of 15 Pages 1. NAME OF REPORTING PERSONS: Fred T. Blair I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 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 5,390 6. SHARED VOTING POWER 21,326 7. SOLE DISPOSITIVE POWER: 5,379 8. SHARED DISPOSITIVE POWER: 21,326 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 26,716 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 2.32% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 33761Q102 13G Page 7 of 15 Pages 1. NAME OF REPORTING PERSONS: Malcolm E. Lewis I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 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 22,248 6. SHARED VOTING POWER 22,000 7. SOLE DISPOSITIVE POWER: 22,183 8. SHARED DISPOSITIVE POWER: 22,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 44,248 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.84% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 33761Q102 13G Page 8 of 15 Pages 1. NAME OF REPORTING PERSONS: G. Larry Russell I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 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 14,896 6. SHARED VOTING POWER 17,860 7. SOLE DISPOSITIVE POWER: 14,831 8. SHARED DISPOSITIVE POWER: 17,860 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 32,756 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 2.84% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 33761Q102 13G Page 9 of 15 Pages 1. NAME OF REPORTING PERSONS: James E. Mulkin I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 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 29,742 6. SHARED VOTING POWER 5,584 7. SOLE DISPOSITIVE POWER: 29,677 8. SHARED DISPOSITIVE POWER: 5,584 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 35,326 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.06% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 33761Q102 13G Page 10 of 15 Pages 1. NAME OF REPORTING PERSONS: E. H. Moore, Jr. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 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 38,556 6. SHARED VOTING POWER 3,840 7. SOLE DISPOSITIVE POWER: 38,491 8. SHARED DISPOSITIVE POWER: 3,840 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 44,396 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.85% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 33761Q102 13G Page 11 of 15 Pages 1. NAME OF REPORTING PERSONS: James B. Koikos I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 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 15,968 6. SHARED VOTING POWER 6,600 7. SOLE DISPOSITIVE POWER: 15,541 8. SHARED DISPOSITIVE POWER: 6,600 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 22,568 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.96% 12. TYPE OF REPORTING PERSON: IN Page 12 of 15 Pages Securities and Exchange Commission Washington, D.C. 20549 ITEM 1(a) NAME OF ISSUER. FirstFed Bancorp, Inc. ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 1630 Fourth Avenue, North Bessemer, Alabama 35020-5711 ITEM 2(a) NAME OF PERSON(S) FILING. First Federal Savings Bank Employee Stock Ownership Plan ("ESOP") and the following individuals who serve as the ESOP Committee under the ESOP: B. K. Goodwin, III, A. W. Kuhn, Robert E. Paden, Fred T. Blair, Malcolm E. Lewis, G. Larry Russell, James E. Mulkin, E. H. Moore, Jr., and James B. Koikos. 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. 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), Item (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 Item 3(f) classification, and by each member of the ESOP committee, 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 13 of 15 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, First Federal Savings Bank 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 14 of 15 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. FIRST FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN /s/ B. K. Goodwin, III February 6, 1998 _________________________________________ _________________ B. K. Goodwin, III, as ESOP Committee Member Date /s/ A. W. Kuhn February 6, 1998 _________________________________________ _________________ A. W. Kuhn, as ESOP Committee Member Date /s/ Robert E. Paden February 6, 1998 _________________________________________ _________________ Robert E. Paden, as ESOP Committee Member Date /s/ Fred T. Blair February 6, 1998 _________________________________________ _________________ Fred T. Blair, as ESOP Committee Member Date /s/ Malcolm E. Lewis February 6, 1998 _________________________________________ _________________ Malcolm E. Lewis, as ESOP Committee Member Date /s/ G. Larry Russell February 6, 1998 _________________________________________ _________________ G. Larry Russell, as ESOP Committee Member Date /s/ James E. Mulkin February 6, 1998 _________________________________________ _________________ James E. Mulkin, as ESOP Committee Member Date /s/ E. H. Moore, Jr. February 6, 1998 _________________________________________ _________________ E. H. Moore, Jr., as ESOP Committee Member Date /s/ James B. Koikos February 6, 1998 _________________________________________ _________________ James B. Koikos, as ESOP Committee Member Date Page 15 of 15 Pages Exhibit A - --------- The trustee of the ESOP holds 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 trustee votes 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 shall be voted by the trustee in a manner calculated to most accurately reflect the voting instructions it has received from participants regarding the allocated shares. Pursuant to Section 13.3 of the ESOP, the trustee exercises investment direction as directed by the ESOP Committee. Overall, the ESOP Committee and the trustee must exercise their voting and dispositive powers 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-----