-----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, Sb4Vwq3hNIigGHlIZDQh0ORhJpyH13wNJoUvLOf7EQcjatnhUzcPoRnq9buCjLgH pcD5pnQR3XaW4WuRX6dXwA== 0001104659-04-004659.txt : 20040217 0001104659-04-004659.hdr.sgml : 20040216 20040217121430 ACCESSION NUMBER: 0001104659-04-004659 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040217 GROUP MEMBERS: ALLAN M. MOORHEAD GROUP MEMBERS: DAVID OTTENSMEYER GROUP MEMBERS: DON K. PADGETT GROUP MEMBERS: KENNETH J. HUEY, JR. GROUP MEMBERS: ROBERT CHAD LYDICK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCESS ANYTIME BANCORP INC CENTRAL INDEX KEY: 0001024015 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 850444597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50861 FILM NUMBER: 04605664 BUSINESS ADDRESS: STREET 1: 801 PILE STREET 2: P O DRAWER 1569 CITY: CLOVIS STATE: NM ZIP: 88101 BUSINESS PHONE: 5057624417 MAIL ADDRESS: STREET 1: 801 PILE STREET 2: P O DRAWER 1569 CITY: CLOVIS STATE: NM ZIP: 88101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORZINE NORMAN R CENTRAL INDEX KEY: 0001040367 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4432 SKYLINE CT. NE CITY: ALBUQUERQUE STATE: NM ZIP: 87111 BUSINESS PHONE: 505.275.0872 MAIL ADDRESS: STREET 1: ACCESS ANYTIME BANCORP INC STREET 2: PO BOX 1569 CITY: CLOVIS STATE: NM ZIP: 88101 SC 13D/A 1 a04-2509_1sc13da.htm SC 13D/A

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

ACCESS ANYTIME BANCORP, INC

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

00431F 10 5

(CUSIP Number)

 

Norman R. Corzine
P.O. Box 16810
Albuquerque, NM 87191
(505) 299-0900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 30, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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. 004317 10-5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Norman R. Corzine

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
96,039

 

8.

Shared Voting Power
143,958

 

9.

Sole Dispositive Power
96,039

 

10.

Shared Dispositive Power
15,958

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
239,997

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
17.6% based on (i) 111,997 divided by a denominator of (a) 1,342,768 outstanding on February 13, 2004, plus (b) 51,900 shares subject to options which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i), plus (ii) 128,000 unallocated ESOP shares divided by a denominator of 1,342,768.

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

ACCESS ANYTIME BANCORP, INC

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

00431F 10 5

(CUSIP Number)

 

Kenneth J. Huey, Jr.
P.O. Box 1569
Clovis, NM 88102
(505) 762-4417

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 30, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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. 004317 10-5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Kenneth J. Huey, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
95,931

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
95,931

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
95,931

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.9% based on 95,931 divided by a denominator of (a) 1,342,768 outstanding on February 13, 2004, plus (b) 51,900 shares subject to options which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i).

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

ACCESS ANYTIME BANCORP, INC

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

00431F 10 5

(CUSIP Number)

 

Robert Chad Lydick
P.O. Box 728
Clovis, NM 88102
(505) 762-3771

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 30, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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. 004317 10-5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Robert Chad Lydick

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
199,177

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
71,177

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
199,177

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
14.8% based on (i) 71,177 divided by a denominator of (a) 1,342,768 outstanding on February 13, 2004, plus (b) 3,480 shares subject to options which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i), plus (ii) 128,000 unallocated ESOP shares divided by a denominator of 1,342,768.

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

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

ACCESS ANYTIME BANCORP, INC

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

00431F 10 5

(CUSIP Number)

 

David Ottensmeyer
102 Crofton Court
Fairhope, AL
(334) 990-4488

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 30, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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. 004317 10-5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David Ottensmeyer

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
157,580

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
29,580

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
157,580

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
11.7% based on (i) 29,580 divided by a denominator of (a) 1,342,768  outstanding on February 13, 2004, plus (b) 4,080 shares subject to options which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i), plus (ii) 128,000 unallocated ESOP shares divided by a denominator of 1,342,768.

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

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

ACCESS ANYTIME BANCORP, INC

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

00431F 10 5

(CUSIP Number)

 

Allan M. Moorhead
8322 Washington Place, NE
Albuquerque, NM 87113
(505) 821-2563

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 30, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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. 004317 10-5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Allan M. Moorhead

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
149,058

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
21,058

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
149,058

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
11.1% based on (i) 21,058 divided by a denominator of (a) 1,342,768 outstanding on February 13, 2004, plus (b) 4,080 shares subject to options which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i), plus (ii) 128,000 unallocated ESOP shares divided by a denominator of 1,342,768.

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

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

ACCESS ANYTIME BANCORP, INC

(Name of Issuer)

 

Common Stock, $.01 par value

(Title of Class of Securities)

 

00431F 10 5

(CUSIP Number)

 

Don K. Padgett
P.O. Box 16810
Albuquerque, NM 87191
(505) 343-9300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

January 30, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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. 004317 10-5

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Don K. Padgett

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
188,479

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
60,479

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
188,479

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
13.9% based on (i) 60,479 divided by a denominator of (a) 1,342,768 outstanding on February 13, 2004, plus (b) 45,000 shares subject to options which are deemed outstanding pursuant to Rule 13d-3(d)(1)(i), plus (ii) 128,000 unallocated ESOP shares divided by a denominator of 1,342,768.

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

Item 1.

Security and Issuer

 

The title of the class of equity securities to which this statement on Schedule 13D relates is the common stock $.01 par value, of Access Anytime BanCorp, Inc., 801 Pile Street, Clovis, NM 88101.

 

 

Item 2.

Identity and Background

 

(a)    NAME:  (1) Norman R. Corzine

(2) Kenneth J. Huey, Jr.

(3) Robert Chad Lydick

(4) Allan M. Moorhead

(5) David Ottensmeyer

(6) Don K. Padgett

(b)    BUSINESS ADDRESS: 

(1) PO Box 16810, 5210 Eubank NE, Albuquerque, NM 87191

(2) PO Box 1569, 801 Pile Street, Clovis, NM 88101

(3) PO Box 728, Clovis, NM 88102

(4) 8322 Washington Place, NE, Albuquerque, NM  87113

(5) 102 Crofton Ct, Fairhope, AL 36532

(6) PO Box 16810, 7101 B Jefferson NE, Albuquerque, NM 87191

(c)    PRINCIPAL OCCUPATION: 

(1) Access Anytime BanCorp, Inc./PO Box 16810, Albuquerque, NM 87191

Chairman of the Board/CEO

(2) Access Anytime BanCorp, Inc./PO Box 1569, Clovis, NM 88102

Executive Vice President and CFO

(3) Lydick Engineers and Surveyors, Inc., Inc./PO Box 1358, Clovis, NM 88102

President

(4) Mechanical Representatives, Inc./8322 Washington, Pl, NE, Albuquerque, NM 87113

President & CEO

(5) Retired Healthcare Consultant 102 Crofton Ct., Fairhope, AL  36532

(6) Access Anytime BanCorp, Inc./PO Box 16810, Albuquerque, NM 87191

President

(d)                    (1) No

(2) No

(3) No

(4) No

(5) No

(6) No

(e)                    (1) No

(2) No

(3) No

(4) No

(5) No

(6) No

(f)                     (1) USA

(2) USA

(3) USA

(4) USA

(5) USA

(6) USA

 

3



 

Item 3.

Source and Amount of Funds or Other Consideration

 

On May 1, 2000, 240,000 shares were purchased by a leveraged ESOP with an ESOP loan in the amount of $1,350,000 from The Frost National Bank, San Antonio, Texas.  The persons filing this statement are the members of the ESOP Committee (reflecting a change in the composition of the ESOP Committee), which controls voting of the unallocated ESOP shares (i.e., shares which have not been allocated to participants).  The Schedule 13D filing made on March 30, 2001 by the ESOP Committee reflected 16,000 shares that had been allocated and 224,000 that were unallocated.  The amendments filed on March 13, 2002 and March 7, 2003 each reflected the allocation of 32,000 shares to participants.  This amendment reflects the allocation of an additional 32,000 shares to the participants, thereby reducing the shares over which the ESOP Committee has shared voting power.  112,000 shares have been allocated and 128,000 are currently unallocated.

In addition, the other shares shown as beneficially owned by each person are those shares not related to their membership on the ESOP Committee.

 

 

Item 4.

Purpose of Transaction

 

The reporting persons are the members of the ESOP Committee (reflecting a change in the composition of the ESOP Committee), which controls voting of the unallocated shares in the ESOP and are therefore deemed to be the beneficial owners with shared voting power over the 128,000 unallocated ESOP shares.  The reporting persons have no dispositive power over such unallocated shares.  The purpose of the overall plan transaction is the funding of a leveraged ESOP for employees of the issuer and its subsidiary.  The original Schedule 13D filing resulted from the naming of the reporting persons to the ESOP Committee. This amendment is triggered by (i) changes (reductions) in individual beneficial ownerships of more than 1% since the previous filing, resulting from the allocation of shares to participants and (ii) the change in the composition of the ESOP Committee approved at the Board meeting on January 30, 2004, at which time Mr. Padgett replaced Mr. Huey on the Committee.  Thus, Mr. Huey is reporting his reduced voters power and Mr. Padgett is reporting increased voting power because of the Committee changes. 

The report on allocations of shares to participants that enabled the calculations to be made for this amendment was delivered by the ESOP Trustee to the Company on February 13, 2004.

 

 

Item 5.

Interest in Securities of the Issuer

 

Please refer to Cover Page.

Mr. Norman R. Corzine has 51,900 in AABC Options

Mr. Kenneth J. Huey, Jr. has 51,900 in AABC Options

Mr. Robert Chad Lydick has 3,480 in AABC Options

Mr. Allan Moorhead has 4,080 in AABC Options

Mr. David Ottensmeyer has 4,080 in AABC Options

Mr. Don K. Padgett has 45,000 in AABC Options

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

128,000 shares are unallocated shares held in a leveraged ESOP (i.e., shares which have not been allocated to plan participants), a qualified plan under ERISA, for employees of the

 

4



 

 

issuer and its subsidiary.  The Trustee of the ESOP is REDW Benefits, LLC, Albuquerque, NM.    The reporting persons do not have dispositive control over these shares.  The shares were pledged as security for the ESOP loan to the ESOP Trust, and the ESOP loan was guaranteed by the issuer.  The lending bank was The Frost National Bank, San Antonio, Texas.  The reporting persons are members of the Board of Directors of the Company and have no plans or proposals of the type described in subparagraph (a) through (j) of Item 4, except as to be disclosed in the Company’s Proxy Statement which is to be mailed around March 22, 2004.

 

 

Item 7.

Material to Be Filed as Exhibits

 

Profit Sharing and Employee Stock Ownership Plan of First Savings Bank, F.S.B. (incorporated by reference from the Company’s Registration Statement on Form 8-A, filed October 11, 1996, SEC File No. 001-12309)

Amendment Number One to Profit Sharing and Employee Stock Ownership Plan of First Savings Bank, F.S.B. (refiled) (incorporated by reference from the Company’s Registration Statement on Form 8-A, filed October 11, 1996, SEC File No. 001-12309)

Amendment Number Two to Profit Sharing and Employee Stock Ownership Plan of First Savings Bank, F.S.B. (incorporated by reference from the Company’s September 30, 1999 10-QSB, SEC File No. 0-28894).

Amendment Number Three to Profit Sharing and Employee Stock Ownership Plan of FIRSTBANK (Formerly First Savings Bank, F.S.B.) (incorporated by reference from the Company’s September 30, 1999 10-QSB, SEC File No. 0-28894).

Amendment Number Four to Profit Sharing and Employee Stock Ownership Plan of FIRSTBANK (Formerly First Savings Bank, F.S.B.) (incorporated by reference from the Company’s September 30, 1999 10-QSB, SEC File No. 0-28894).

Profit Sharing and Employee Stock Ownership Plan of FIRSTBANK dated October 18, 2000 (incorporated by reference from the Company’s Annual Report on form 10-KSB for the year ended December 31, 2000, SEC File No. 0-28894)

Amendment Number One to Profit Sharing and Employee Stock Ownership Plan of FIRSTBANK. (incorporated by reference from the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2001, SEC File No. 0-28894).

Amendment Number Two to Profit Sharing and Employee Stock Ownership Plan of FIRSTBANK. (incorporated by reference from the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2001, SEC File No. 0-28894).

Amendment Number Three to Profit Sharing and Employee Stock Ownership Plan of FIRSTBANK. (incorporated by reference from the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2001, SEC File No. 0-28894).

Amendment Number Four to Profit Sharing and Employee Stock Ownership Plan of FIRSTBANK (incorporated by referenced from the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003, SEC File No. 0-28894).

Amendment Number Five to Profit Sharing and Employee Stock Ownership Plan of FIRSTBANK attached hereto as Exhibit 1.

 

5



 

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 13, 2004

Date

  /s/ Norman R. Corzine

Signature

Norman R. Corzine, Chairman of the Board/CEO

Name/Title

 

February 13, 2004

Date

  /s/  Kenneth J. Huey, Jr.

Signature

Kenneth J. Huey, Jr., Executive Vice President/CFO

Name/Title

 

February 13, 2004

Date

  /s/  Robert Chad Lydick

Signature

Robert Chad Lydick, Director

Name/Title

 

February 13, 2004

Date

  /s/  Allan M. Moorhead

Signature

Allan M. Moorhead, Director

Name/Title

 

February 13, 2004

Date

  /s/ David Ottensmeyer

Signature

David Ottensmeyer, Director

Name/Title

 

February 13, 2004

Date

  /s/ Don K. Padgett

Signature

Don K. Padgett, President

Name/Title

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.

 

6


EX-1 3 a04-2509_1ex1.htm EX-1

EXHIBIT  1

 

AMENDMENT NUMBER FIVE
TO THE
FIRSTBANK PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

 

 

AMENDMENT #5
MODEL AMENDMENTS UNDER CODE SECTION 401(a)(9)

 

 

WHEREAS, the FirstBank Profit Sharing and Employee Stock Ownership Plan (the “Plan”) provides that FirstBank and Access Anytime Bancorp, Inc. (together the “Company”) has the power and right to amend the Plan;

 

NOW THEREFORE, the Company hereby amends the Plan by the adoption of the following model amendments issued by the Internal Revenue Service:

 

I.             The Plan hereby is amended by the addition of the following:

 

MODEL AMENDMENT UNDER CODE SECTION 401(a)(9)

 

Section 1.      General Rules

 

1.1.                       Effective Date.  The provisions of this Model Amendment will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.

 

1.2.                       Precedence.  The requirements of this Model Amendment will take precedence over any inconsistent provisions of the Plan.  However, nothing in this Model Amendment will be construed to offer or provide any optional form of distribution not available under the terms of the Plan.

 

1.3.                       Requirements of Treasury Regulations Incorporated.  All distributions required under this Model Amendment will be determined and made in accordance with the Treasury regulations under section 401(a)(9) of the Internal Revenue Code.

 

1.4.                       TEFRA Section 242(b)(2) Elections.  Notwithstanding the other provisions of this Model Amendment, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

 

Section 2.      Time and Manner of Distribution.

 

2.1.                       Required Beginning Date.  The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

 

2.2.                       Death of Participant Before Distributions Begin.  If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

 



 

(a)     If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then, except as provided below, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70-1/2 , if later.

 

(b)    If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, then, except as provided below under “Elections”, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

 

(c)     If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

 

(d)    If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this section 2.2, other than section 2.2(a), will apply as if the surviving spouse were the Participant.

 

For purposes of this section 2.2 and section 4 of this Model Amendment, unless section 2.2(d) applies, distributions are considered to begin on the Participant’s required beginning date.  If section 2.2(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under section 2.2(a).

 

2.3                        Forms of Distribution.  Unless the Participant’s interest is distributed in the form of a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with sections 3 and 4 of this Model Amendment.

 

Section 3.      Required Minimum Distributions During Participant’s Lifetime.

 

3.1.                       Amount of Required Minimum Distribution For Each Distribution Calendar Year.  During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

 

(a)     the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

 

(b)    if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

 

3.2.                       Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death.  Required minimum distributions will be determined under this section 3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death

 



 

Section 4.      Required Minimum Distributions After Participant’s Death.

 

4.1.                       Death On or After Date Distributions Begin.

 

(a)    Participant Survived by Designated Beneficiary.  If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:

 

(1)      The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

 

(2)      If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year.  For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

 

(3)      If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

 

(b)    No Designated Beneficiary.  If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

 

4.2.          Death Before Date Distributions Begin.

 

(a)       Participant Survived by Designated Beneficiary.  Except as provided below under “Elections,” if the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in section 4.1 of this Model Amendment.

 

(b)      No Designated Beneficiary.  If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

 

(c)       Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin.  If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, and the surviving spouse dies

 



 

before distributions are required to begin to the surviving spouse under section 2.2(a) of this Model Amendment, this section 4.2 will apply as if the surviving spouse were the Participant.

 

Section 5.              Definitions.

 

5.1.                          Designated Beneficiary.  The individual who is designated as the Beneficiary under section 8.5[e] of the Plan and is the designated Beneficiary under section 401(a)(9) of the Internal Revenue Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

 

5.2.                          Distribution Calendar Year.  A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under section 2.2 of this Model Amendment.  The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

 

5.3.                          Life Expectancy.  Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

 

5.4.                          Participant’s Account Balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

 

5.5                           Required Beginning Date. The date specified in section 8.5[a][6] of the Plan.

 

ELECTIONS

 

(Check and complete any of the remaining Items if you wish to modify the rules in sections 2.2 and 4.2 above.)

 

Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries.

 

o                            If the Participant dies before distributions begin and there is a designated Beneficiary, distribution to the designated Beneficiary is not required to begin by the date specified in section 2.2 above, but the Participant’s entire interest will be distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to either the Participant or the surviving spouse begin, this election will apply as if the surviving spouse were the Participant.

 



 

This election will apply to:

ý      All distributions.

o      The following distributions:                                                 .

 

Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.

 

o            Participants or beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in sections 2.2 and 4.2 above, applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under section 2.2 above, or by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving spouse’s) death. If neither the Participant nor Beneficiary makes an election under this paragraph, distributions will be made in accordance with sections 2.2 and 4.2 above and, if applicable, the elections in Item 2 above.

 

Election to Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule to Elect Life Expectancy Distributions.

 

o            A designated Beneficiary who is receiving payments under the 5-year rule may make a new election to receive payments under the life expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the life expectancy rule for all distribution calendar years before 2004 are distributed by the earlier of December 31, 2003, or the end of the 5-year period.

 

*END OF MODEL AMENDMENT*

 

IN WITNESS WHEREOF, the following person, being duly authorized by the Board of Directors of the Company, hereby approves and adopts this Amendment as of the date set forth below.

 

 

FIRSTBANK

 

 

 

By:

s/s   Don K. Padgett

 

 

 

 

Title:

President

 

 

 

 

Date:

December 18, 2003

 

 

 

 

 

 

ACCESS ANYTIME BANCORP, INC.

 

 

 

By:

s/s   Norm Corzine

 

 

 

 

Title:

Chairman of the Board

 

 

 

 

Date:

December 18, 2003

 

 


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