SC 13G/A 1 firstniles13g04.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

First Niles Financial, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

33582N 10 6

(CUSIP Number)

December 31, 2003

(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).

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CUSIP NO. 33582N 10 6

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only) FIRST NILES FINANCIAL, INC. EMPLOYEE STOCK OWNERSHIP PLAN IRS I.D. No. 37-1377183
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) (b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Not applicable

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
	5	SOLE VOTING POWER 91,488
	6	SHARED VOTING POWER 119,001
	7	SOLE DISPOSITIVE POWER 210,489
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 210,489
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.2%
12	TYPE OF REPORTING PERSON EP

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CUSIP NO. 33582N 10 6

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only) First Bankers Trust Company, N.A. IRS I.D. No. 37-0622729
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
	5	SOLE VOTING POWER 91,488
	6	SHARED VOTING POWER 119,001
	7	SOLE DISPOSITIVE POWER 210,489
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 210,489
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.2%
12	TYPE OF REPORTING PERSON BK

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ITEM 1(a)	Name of Issuer: First Niles Financial, Inc. (the "Corporation")
ITEM 1(b)	Address of Issuer's Principal Executive Officers: 55 North Main Street, Niles, Ohio 44446
ITEM 2(a)	Names of Persons Filing: First Niles Financial, Inc. Employee Stock Ownership Plan (the "ESOP"). First Bankers Trust Company, N.A. (the "Trustee"), the trustee of the ESOP. The Trustee may also be deemed to beneficially own the shares held by the ESOP.
ITEM 2(b)	Address of Principal Business Office: The business address of the ESOP is: 55 North Main Street, Niles, Ohio 44446 The business address of the Trustee is: Broadway at 12th Street, Quincy, Illinois 62301-3566
ITEM 2(c)	Citizenship: The Trustee is a national bank organized under the laws of the United States.
ITEM 2(d)	Title of Class of Securities: Common stock, par value $.01 per share (the "Common Stock").
ITEM 2(e)	CUSIP Number: 33582N 10 6

ITEM 3	If this statement is filed pursuant to Section 240.13d-2(b) or (c), check whether the person filing is:
	(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	[ ]	An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
	(f)	[ x ]	An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
	(j)	[ ]	Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

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ITEM 4	Ownership: The ESOP holds an aggregate of 210,489 shares of Common Stock (15.2% of the outstanding shares. The ESOP has sole voting power with respect to shares held by it which have not been allocated to participant accounts, shared voting power with respect to shares held by it which have been allocated to participant accounts and sole dispositive power with respect to all shares (allocated and unallocated) held by the ESOP. The Trustee may be deemed to beneficially own the 210,489 shares held by the ESOP . However, the Trustee expressly disclaims beneficial ownership of all of such shares. Other than the shares held by the ESOP, the Trustee does not beneficially own any shares of Common Stock. Pursuant to the ESOP, participants in the ESOP are entitled to instruct the Trustee as to the voting of the shares allocated to their ESOP accounts. On each issue with respect to which shareholders are entitled to vote, the Trustee is required to vote the shares held by the ESOP which have not been allocated to participant accounts in the manner directed under the ESOP.
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: Not Applicable.
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.

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ITEM 10

Certifications

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 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.

Date: February 13, 2004	FIRST NILES FINANCIAL, INC. EMPLOYEE STOCK OWNERSHIP PLAN
		By:	/s/ Linda Schultz First Bankers Trust Company, N.A., as Trustee
		Name: Title:	Linda Shultz Trust Officer

Date: February 13, 2004	FIRST BANKERS TRUST COMPANY, N.A.
		By:	/s/ Linda Schultz
		Name: Title:	Linda Shultz Trust Officer

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February 13, 2004

First Niles Financial, Inc.
Employee Stock Ownership Plan
55 North Main Street
Niles, Ohio 44446

Dear Sir/Madam:

This letter hereby confirms the agreement and understanding between you and the undersigned that the Schedule 13G being filed with the Securities and Exchange Commission on or about this date is being filed on behalf of each of us.

Sincerely,

FIRST BANKERS TRUST COMPANY, N.A.

By:	/s/ Linda Schultz Name: Linda Shultz Title: Trust Officer

FIRST NILES FINANCIAL, INC.
EMPLOYEE STOCK OWNERSHIP PLAN

By:	/s/ Linda Schultz First Bankers Trust Company, N.A., as Trustee Name: Linda Shultz Title: Trust Officer

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