-----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, UCZQYF/qiWOBanxFNvO2922AX0Qpmpt7kXM7cVwHbgLB0yOD2UoybVBkwvgR8u0j wUlvz6oLcq21sjB19ngaAw== 0000909654-01-000254.txt : 20010223 0000909654-01-000254.hdr.sgml : 20010223 ACCESSION NUMBER: 0000909654-01-000254 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SOUTHERN BANCSHARES INC/DE CENTRAL INDEX KEY: 0000934302 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 631133624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-55849 FILM NUMBER: 1541634 BUSINESS ADDRESS: STREET 1: 102 SOUTH COURT STREET CITY: FLORENCE STATE: AL ZIP: 35630 BUSINESS PHONE: 2057647131 MAIL ADDRESS: STREET 1: 102 SOUTH COURT STREET CITY: FLORENCE STATE: AL ZIP: 35630 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SOUTHERN BANK EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001104795 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 630074813 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 102 SOUTH COURT STREET CITY: FLORENCE STATE: SC ZIP: 35630 BUSINESS PHONE: 2567647131 MAIL ADDRESS: STREET 1: 102 SOUTH COURT STREET CITY: FLORENCE STATE: SC ZIP: 35630 SC 13G 1 0001.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3) First Southern Bancshares, Inc. --------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------------------------------ (Title of Class of Securities) 33645B 10 7 ---------------------------------------------------- (CUSIP Number) December 31, 2000 -------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /x/ Rule 13d-1 (b) /_/ Rule 13d-1 (c) /_/ Rule 13d-1 (d) 1The 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 2 - -------------------------- ------------------------ --------------------------- CUSIP NO. 33645B 10 7 13G/A Page 2 of 6 Pages - -------------------------- ------------------------ --------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Southern Bank Employee Stock Ownership Plan - ---- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - ---- ------------------------------------------------------------------------ 3 SEC USE ONLY - ---- ------------------------------------------------------------------------ 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Missouri - ---------------- ------ ------------------------------------------------------ NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY ----- ------------------------------------------------------ EACH 6 SHARED VOTING POWER REPORTING 144,950 PERSON WITH ----- ------------------------------------------------------ 7 SOLE DISPOSITIVE POWER 144,950 ----- ------------------------------------------------------ 8 SHARED DISPOSITIVE POWER -0- - ---- ------------------------------------------------------------------------ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 144,950 - ---- ------------------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---- ------------------------------------------------------------------------ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.5% of 1,259,011 shares of Common Stock outstanding as of December 31, 2000. - ---- ------------------------------------------------------------------------ 12 TYPE OF REPORTING PERSON* EP - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! 3 FIRST SOUTHERN BANK EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE 13G/A Item 1(a) Name of Issuer: First Southern Bancshares, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 102 South Court Street Florence, Alabama 35630 Item 2(a) Name of Person Filing: First Southern Bank Employee Stock Ownership Plan Item 2(b) Address of Principal Business Offices or, if none, Residence: Same as Item 1 (b). Item 2(c) Citizenship: See Row 4 of page 2. Item 2(d) Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e) CUSIP Number: See the cover page Item 3 The person filing this statement is an employee benefit plan which is subject to the provisions of the Employee Retirement Income Security Act of 1974. This Schedule 13G/A is being filed on behalf of the ESOP identified in Item 2(a), which is filing under the Item 3(f) classification. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the issuer held directly by the trustees of this plan. Each trustee of the trust established pursuant to the ESOP, although filing under the Item 3(h) classification because of their relationship to the ESOP, disclaims that he is acting in concert with, or as a member of a group consisting of, the other trustees of the said plan. Item 4 Ownership (a) Amount Beneficially Owned: See Row 9 of the second part of the cover page. (b) Percent of Class: See Row 11 of the second part of the cover page. (c) See Rows 5, 6, 7 and 8 of the second part of the cover page. Page 3 of 6 pages 4 Item 5 Ownership of Five Percent or Less of a Class. N/A Item 6 Ownership of More than Five Percent on Behalf of Another Person. Pursuant to Section 8.8 of the ESOP, First Southern Bank has the power to direct the persons who receive dividends on shares held in the plan trust. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8 Identification and Classification of Members of the Group. This Schedule 13G/A is being filed on behalf of the ESOP identified in Item 2(a), which is filing under the Item 3(f) classification. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the issuer held directly by the trustees of this plan. Each trustee of the trust established pursuant to the ESOP, although filing under the Item 3(h) classification because of their relationship to the ESOP, disclaims that he is acting in concert with, or as a member of a group consisting of, the other trustees of said plan. Item 9 Notice of Dissolution of Group. N/A SEC 1745 (2-95) Page 4 of 6 pages 5 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 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. 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. February 12, 2001 -------------------------------------------- (Date) /s/M. Kaye Townsend -------------------------------------------- (Signature) M. Kaye Townsend First Southern Bank, as Plan Administer -------------------------------------------- (Title) Page 5 of 6 pages 6 Exhibit A - --------- Identification of Members of Group ---------------------------------- Shares of common stock of the issuer are held in trust for the benefit of participating employees by the ESOP Trustees. The Plan Trustee shares voting and dispositive power with First Southern Bank. By the terms of the Plan, the Plan Trustee votes stock allocated to participant accounts as directed by participants. Common stock held by the Trust, but not yet allocated or as to which participants have not made timely voting directions, is voted by the Plan Trustee (pursuant to its fiduciary responsibilities under Section 404 of the Employee Retirement Income Security Act of 1974, as amended). Investment direction is exercised by the Plan Trustee (pursuant to its fiduciary responsibilities under Section 404 of the Employee Retirement Income Security Act of 1974, as amended). The Plan Trustee(s) and their beneficial ownership of shares of common stock of the issuer exclusive of responsibilities as a Plan Trustee or Plan sponsor, as the case may be, are as follows (such ownership being disregarded in reporting the Plan's ownership within this Schedule 13G/A): Direct Beneficial Beneficial Ownership Name Ownership As Plan Participant ---- --------- ------------------- Thomas N. Ward 42,877 874.1469 M. Kaye Townsend 4,600 302.0722 J. Acker Rogers 27,460 0 SEC 1745 (2-95) Page 6 of 6 pages -----END PRIVACY-ENHANCED MESSAGE-----