-----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, DgMWn2525e/QoXr6QrnVmvf7HiXPJOBgbo9Es2m4z6qf3Sq7DUdubFJq8MsKt+Xz Q6BeqDuBip9NJm2yoM90fw== 0000882377-99-000053.txt : 19990201 0000882377-99-000053.hdr.sgml : 19990201 ACCESSION NUMBER: 0000882377-99-000053 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH CENTRAL BANCSHARES INC CENTRAL INDEX KEY: 0001005188 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 421449849 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-48441 FILM NUMBER: 99516264 BUSINESS ADDRESS: STREET 1: 825 CENTRAL AVE STREET 2: C/O FIRST FED SAVINGS BANK OF FT DODGE CITY: FORT DODGE STATE: I0 ZIP: 50501 BUSINESS PHONE: 5155767531 MAIL ADDRESS: STREET 1: 825 CENTRAL AVENUE CITY: FORT DODGE STATE: IA ZIP: 50501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FEDERAL SAVINGS BANK OF FORT DODGE ESOP TRUST CENTRAL INDEX KEY: 0001033947 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 421437098 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/OFIRST FEDERAL SAVINGS BANK FORT DODGE STREET 2: 825 CENTRAL AVENUE PO BOX 1237 CITY: FORT DODGE STATE: IA ZIP: 50501 BUSINESS PHONE: 5155767531 SC 13G 1 NORTH CENTRAL BANCSHARES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment # 2) North Central Bancshares, Inc. ------------------------------ (Name of Issuer) Common Stock, $0.01 Par Value Per Share --------------------------------------- (Title of Class of Securities) 658418-10-8 - -------------------------------------------------------------------------------- (CUSIP Number) N/A - -------------------------------------------------------------------------------- (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) *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). - -------------------------------- ------------------------------------ CUSIP No.658418-10-8 13G Page 2 of 7 Pages ----------------------- -- -- - -------------------------------- ------------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY) First Federal Savings Bank of Iowa Employee Stock Ownership Plan - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Employee benefit plan of Iowa corporation. - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 105,099 REPORTING --------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 0 --------------------------------------------------- 8 SHARED DISPOSITIVE POWER 188,352 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 188,352 - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* /_/ - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.25% of 2,964,449 shares of common stock outstanding as of December 31, 1998 - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* EP - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! - --------------------------------------- ---------------------------------- CUSIP No.658418-10-8 13G Page 2B of 7 Pages ------------------------------ --- -- - --------------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY) First Federal Savings Bank of Iowa ESOP Committee - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Committee of Board of Directors of federal savings bank operating in Iowa - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 0 REPORTING ---------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 0 ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 185,352 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 105,099 - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* /_/ - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.25% of 2,964,449 shares of common stock outstanding as of December 31, 1998 - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 7 ITEM 1(A) NAME OF ISSUER: North Central Bancshares, Inc. ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 825 Central Avenue Fort Dodge, Iowa 50501 ITEM 2(A) NAME OF PERSON FILING: First Federal Savings Bank of Iowa Employee Stock Ownership Plan and Trust Trustee: First Bankers Trust Company, N.A. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 1201 Broadway Quincy, IL 62301 ITEM 2(C) CITIZENSHIP: Employee benefit plan of Iowa corporation. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value per share ("Common Stock"). ITEM 2(E) CUSIP NUMBER: 658418-10-8 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| Employee benefit plan which is subject to the provisions of the Employee Retirement Income Security Act of 1974. If this statement is being filed pursuant to Rule 13d-1(c), check this box. |_| N/A ITEM 4 OWNERSHIP: The following information with respect to the Plan's ownership of Common Stock is provided as of December 31, 1998. None of the shares set forth below constitute shares the beneficial ownership of which the Plan had the right to acquire within 60 days following such date. (A) AMOUNT BENEFICIALLY OWNED. . . . . . . . 185,352 (B) PERCENT OF CLASS . . . . . . . . . . . . 6.25% Page 5 of 7 (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE . . . . . . . . . 0 (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE. . . . . . . . . 105,099 (III) SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF . . . . . 0 (IV) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF . . . . . 185,352 The reporting person is an employee stock ownership plan under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), with individual accounts for the accrued benefits of participating employees and their beneficiaries. The reporting person is administered by an ESOP Committee ("ESOP Committee") and its assets are held in trust by a trustee ("Plan Trustee"). The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by First Bankers Trust Company, N.A., as Plan Trustee, as of December 31, 1998. As of December 31, 1998, 80,253 of such shares of Common Stock had been allocated to individual accounts established for participating employees and their beneficiaries, and 105,099 of such shares were held, unallocated, for allocation in future years. In general, participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts. Such allocated shares are, therefore, not included as shares over which the reporting person has sole or shared voting power. The reporting person, through the Plan Trustee, has shared voting power over unallocated Common Stock. Any unallocated Common Stock is generally required to be voted by the Plan Trustee in the same proportion as Common Stock which has been allocated to Participants is directed to be voted. The reporting person, through the Plan Trustee (who is instructed by the ESOP Committee) shares dispositive power over all unallocated Common Stock held by the reporting person. The reporting person, acting through the Plan Trustee (who is instructed by the ESOP Committee) shares dispositive power over allocated Common Stock with participating employees and their beneficiaries, who have the right to determine whether Common Stock allocated to their respective accounts will be tendered in response to a tender offer but otherwise have no dispositive power. Any unallocated Common Stock is generally required to be tendered by the Plan Trustee in the same proportion as Common Stock which has been allocated to Participants is directed to be tendered. In limited circumstances, ERISA may confer upon the Plan Trustee the power and duty to control the voting and tendering of Common Stock allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting and/or tender rights. The reporting person disclaims voting power with respect to such allocated Common Stock. Page 6 of 7 ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Dividends declared on Common Stock held by the Plan which have been allocated to the account of a Participant are allocated to the account of such Participant. Such dividends may be held and invested in the same manner as funds generally held or invested by the Plan which are not invested in Common Stock or distributed to Participants in accordance with and at such time as provided in the Plan Document. Participants may receive, or direct the receipt of, proceeds of the sale of Common Stock held by the Plan and allocated to their accounts to the extent they have become vested in such Common Stock and at such times as provided in the Plan Document. No Participant has the right to receive or the power to direct the receipt of dividends on, or the proceeds of the sale of, more than 5% of the Common Stock issued and outstanding as of the date hereof. 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: The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974. 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 and are held in the ordinary course of business and were not acquired or held 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 or held in connection with or as a participant in any transaction having such purposes or effect. Page 7 of 7 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 OF IOWA EMPLOYEE STOCK OWNERSHIP PLAN By: First Bankers Trust Company, N.A., as Trustee of the First Federal Savings Bank of Iowa Employee Stock Ownership Plan /S/ CARMEN WALCH ------------------------------------ By: Name/Title: Carmen Walch, Trust Officer ------------------------------------ ESOP COMMITTEE By: /s/ John M. Peters ----------------------------- John M. Peters, Member By: /s/ Karene Egemo ----------------------------- KaRene Egemo, Member By: /s/ Howard A. Hecht ----------------------------- Howard A. Hecht, Member -----END PRIVACY-ENHANCED MESSAGE-----