-----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, VJGqXMUHp3iC3fFrZoqMny0Mn5MGZ4MmZ2OZL2US8ViQ/kcUybvlUc6D4TPDSrms 2zSHUgODoF5X3BfIS6bNjQ== 0000939057-98-000038.txt : 19980218 0000939057-98-000038.hdr.sgml : 19980218 ACCESSION NUMBER: 0000939057-98-000038 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTBANK CORP/ID CENTRAL INDEX KEY: 0001035513 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 841389562 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-53399 FILM NUMBER: 98541088 BUSINESS ADDRESS: STREET 1: 920 MAIN ST CITY: LEWISTON STATE: ID ZIP: 83501 BUSINESS PHONE: 2087469610 MAIL ADDRESS: STREET 1: 920 MAIN ST CITY: LEWISTON STATE: ID ZIP: 83501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTBANK CORP/ID CENTRAL INDEX KEY: 0001035513 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 841389562 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 920 MAIN ST CITY: LEWISTON STATE: ID ZIP: 83501 BUSINESS PHONE: 2087469610 MAIL ADDRESS: STREET 1: 920 MAIN ST CITY: LEWISTON STATE: ID ZIP: 83501 SC 13G 1 FIRSTBANK CORP. FORM 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___) FIRSTBANK CORP. ---------------- (Name of Issuer) Common Stock -------------------------------------- (Title of Class of Securities) 33762X 10 6 --------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement. [ ] (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Page 2 of 5 Pages 1. Name of Reporting Person: FirstBank of Northwest Employee Stock Ownership Plan and Trust ("ESOP) S.S. or I.R.S. Identification No. of above person: 84-1389562 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 Delaware Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: 158,700 6. Shared Voting Power: -- 7. Sole Dispositive Power: 158,700 8. Shared Dispositive Power: -- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 158,700 10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares* [ ] 11. Percent of Class Represented by Amount in Row 9: 8.0% 12. Type of Reporting Person*: EP *SEE INSTRUCTION Page 3 of 5 Pages Securities and Exchange Commission Washington, D.C. 20549 Item 1(a). Name of Issuer. FirstBank Corp. Item 1(b). Address of Issuer's Principal Executive Offices. 920 Main Street Lewiston, Idaho 83501 Item 2(a). Name of Person Filing. FirstBank Northwest Employee Stock Ownership Plan and Trust. Item 2(b). Address of Principal Business Office. 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, $.01 par value per share. Item 2(e). CUSIP Number. See the cover page. Item 3. The person filing is an: Employee Benefit Plan which is subject to the provisions of the Employee Income Security Act of 1974, as amended. This Schedule 13G 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 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. Page 4 of 5 Pages 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. Item 5. Ownership of Five Percent or Less of A Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Pursuant to Section 8.4 of the ESOP plan document, FirstBank Northwest 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. Not applicable. Item 8. Identification and Classification of Members of the Group. This Schedule 13G 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 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. Not applicable. Page 5 of 5 Pages 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 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 in connection with or as a participant in any transaction having such 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. FIRSTBANK NORTHWEST EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST By: /s/ Clyde E. Conklin --------------------------------- FirstBank Northwest as Plan Administrator Clyde E. Conklin President Date: February 11, 1998 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 Trustees share voting and dispositive power with FirstBank Northwest. By the terms of the ESOP, the Trustees vote stock allocated to participant accounts as directed by participants. As of the date of this filing, no shares have been allocated to 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 Trustees in their discretion, (subject to their fiduciary responsibilities under the Employee Retirement Income Security Act of 1974, as amended). Investment direction is also exercised by the Trustees, subject to their fiduciary responsibilities. The Trustees and their beneficial ownership of shares of common stock of the issuer, exclusive of responsibilities as a Trustee, are as follows (such ownership being disregarded in reporting the ESOP's ownership within this Schedule 13G): Direct Beneficial Beneficial Ownership Name Ownership As ESOP Participant ---- --------- ------------------- Clyde E. Conkin 16,212.13 0 Larry K. Moxley 33,789.20 0 Patty J. Mincher 9,645.76 0 -----END PRIVACY-ENHANCED MESSAGE-----