SC 13G/A 1 v210342_sc13ga.htm Unassociated Document

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

First Robinson Financial Corporation
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

336188-10-7
(CUSIP Number)
 
                            December 31, 2010                          
Date of Event Which Requires Filing of the 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 disclosures provided in a prior cover page.

The information required on 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. 336188-10-7
13G
Page 2 of 8 Pages
 
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Robinson Savings Bank, N.A. 401(k) Retirement Savings Plan
IRS I.D. No. 37-0867684
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)   ¨
   
(b)   x
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Federally Chartered Stock Savings Institution’s 401(k) Retirement Savings Plan organized in Illinois
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
24,285
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
24,285
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,285
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
12.
TYPE OF REPORTING PERSON
EP

 
 
 
 
Cusip no. 336188-10-7
13G
Page 3 of 8 Pages
 
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Robinson Financial Corporation Employee Stock Ownership Plan
IRS I.D. No. 36-4162718
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)   ¨
   
(b)   x
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Chartered Corporation’s Employee Stock Ownership Plan organized in Illinois
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
64,402
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
64,402
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,402
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.0%
12.
TYPE OF REPORTING PERSON
EP

 
 
 

Cusip no. 336188-10-7
13G
Page 4 of 8 Pages
 
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Bankers Trust Services, Inc.
IRS I.D. No. 20-1171923
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)   ¨
   
(b)   x
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
88,687
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
88,687
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,687
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.7%
12.
TYPE OF REPORTING PERSON
BK

 
 
 

Cusip no. 336188-10-7
13G
Page 5 of 8 Pages

 
Item 1(a)
Name of Issuer:   First Robinson Financial Corporation

 
(b)
Address of Issuer’s Principal Executive Offices:
501 E. Main Street
P.O. Box 8598
Robinson, Illinois 62454

Item 2(a)
Name of Person Filing:
First Robinson Savings Bank N.A. 401(k) Retirement Savings Plan (“401(k)”)
First Robinson Financial Corporation Employee Stock Ownership Plan (“ESOP”)
First Bankers Trust Services, Inc. (the “Trustee”), the trustee of ESOP and 401(k).

Item 2(b)
Address of Principal Business Office:
The business address of the 401(k) and ESOP is:
501 E. Main
P.O. Box 8598
Robinson, Illinois 62454

The business address of the Trustee is:
2321 Koch’s Lane
Quincy, Illinois 62301

Item 2(c)
Citizenship:
Illinois

 
d)
Title of Class of Securities:
Common Stock, par value $0.01 per share

 
(e)
CUSIP Number:
36188-10-7

Item 3  If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)
¨
Broker or dealer registered under Section 15 of the Exchange Act;
     
(b)
¨
Bank as defined in Section 3(a)(6) of the Exchange Act;
     
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
     
(d)
¨
Investment company registered under Section 8 of the Investment Company Act;

 
 
 
 
Cusip no. 336188-10-7
13G
Page 6 of 8 Pages
 
(e)
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f)
x
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g)
¨
A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G);
     
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
     
If this statement is filed pursuant to Rule 13d-1(c), check this box.  ¨

Item 4
Ownership:

 
(a)
Amount beneficially owned:   88,687 shares of common stock

 
(b)
Percent of Class:    20.7%

 
(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:  88,687

 
(iii)
sole power to dispose or to direct the disposition of:   0

 
(iv)
shared power to dispose or to direct the disposition of:   88,687

The First Robinson Savings Bank, N.A. 401(k) Retirement Savings Plan is the tax qualified retirement plan of the bank.   It holds 24,285 shares of Common Stock (5.7% of the outstanding shares).  Pursuant to the 401(k), participants in the 401(k) are entitled to instruct the Trustee as to the voting and the disposition of the shares.

The Trustee may be deemed to beneficially own the 24,285 shares held by the 401(k).  However, the Trustee expressly disclaims beneficial ownership of all such shares.

 
 
 
 
Cusip no. 336188-10-7
13G
Page 7 of 8 Pages
 
The ESOP holds an aggregate of 64,402 shares of Common Stock (15.0% of the    outstanding shares).  64,402 shares have been allocated to ESOP accounts and there are no unallocated shares.  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.  The ESOP has sole voting and dispositive power with respect to shares held by it which have not been allocated to participant accounts.  On each issue with respect to which stockholders 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.

The Trustee may be deemed to beneficially own the 64,402 shares held by the ESOP.  However, the Trustee expressly disclaims beneficial ownership of all such shares.

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:

The 401(k) Plan and ESOP Plan hold all of their shares of Common Stock on behalf of the participants in such plan.  Dividends paid on shares of Common Stock, which are held in participants' accounts, are credited to their accounts.  The proceeds from the sale of shares of Common Stock, which are held in participants' accounts, are likewise credited to their accounts.    When a participant withdraws from a plan, the vested portion of the participant's account is distributed to the participant.

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:
See Item 4 above.

Item 9
Notice of Dissolution of Group:
Not Applicable.

 
 
 
 
Cusip no. 336188-10-7
13G
Page 8 of 8 Pages
 
Item 10
Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 8th day of February, 2011

First Robinson Financial Corporation Employee Stock Ownership Plan
First Robinson Savings Bank, N.A. 401(k) Retirement Savings Plan

By:  First Bankers Trust Services, Inc. as Trustee

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

First Bankers Trust Services, Inc.

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