-----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, DT4jWsGjqQIiprlDym+jHgzww4jXVL/kbk+RvqLn/gwDFHyP87tBRjksZcsUDRSA 6eerFbKQi5I1N3QQPIXTnw== 0000904280-98-000111.txt : 19980218 0000904280-98-000111.hdr.sgml : 19980218 ACCESSION NUMBER: 0000904280-98-000111 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NASD GROUP MEMBERS: HIGH COUNTRY BANCORP INC EMPLOYEE STOCK OWENSHIP PLAN GROUP MEMBERS: PHILIP W. HARSH GROUP MEMBERS: RICHARD A. YOUNG GROUP MEMBERS: ROBERT B. MITCHELL GROUP MEMBERS: TIMOTHY R. GLENN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HIGH COUNTRY BANCORP INC CENTRAL INDEX KEY: 0001044676 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 841438612 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-52687 FILM NUMBER: 98543545 BUSINESS ADDRESS: STREET 1: 130 WEST 2ND ST CITY: SALIDA STATE: CO ZIP: 81201 BUSINESS PHONE: 7195392516 MAIL ADDRESS: STREET 1: 130 WEST 2ND STREET CITY: SALIDA STATE: CO ZIP: 81201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGH COUNTRY BANCORP INC EMPLOYEE STOCK OWENSHIP PLAN CENTRAL INDEX KEY: 0001055102 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 130 W 2ND STREET CITY: SALIDA STATE: CO ZIP: 81201-0309 MAIL ADDRESS: STREET 1: 130 W 2ND STREET CITY: SALIDA STATE: CO ZIP: 81201-0309 SC 13G 1 SCHEDULE 13G FOR 1998 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. __) * High Country Bancorp, Inc. -------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------- (Title of Class of Securities) 42965Q 10 7 -------------------- (CUSIP Number) _______________ * 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). Page 1 of 10 pages CUSIP No. 42965Q 10 7 13G Page 2 of 10 Pages 1. NAMES OF REPORTING PERSONS: High Country Bancorp, Inc. Employee Stock Ownership Plan I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) APPLIED FOR 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Colorado Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 105,800 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 105,800 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 105,800 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8% 12. TYPE OF REPORTING PERSON: EP CUSIP No. 42965Q 10 7 13G Page 3 of 10 Pages 1. NAMES OF REPORTING PERSONS: Robert B. Mitchell I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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 of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 194,747* 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 194,747* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 194,747* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 14.7%* 12. TYPE OF REPORTING PERSON: IN * Includes 47,076 shares and 23,985 shares held in the Salida Building & Loan Association 401(k) Profit Sharing Plan and Trust and Salida Building & Loan Association Grantor Trust, respectively, as to which the reporting person, as a trustee, shares voting and dispositive power. CUSIP No. 42965Q 10 7 13G Page 4 of 10 Pages 1. NAMES OF REPORTING PERSONS: Timothy R. Glenn I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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 of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 2,000 6. SHARED VOTING POWER 202,454* 7. SOLE DISPOSITIVE POWER: 2,000 8. SHARED DISPOSITIVE POWER: 202,454* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 204,454* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 15.5%* 12. TYPE OF REPORTING PERSON: IN * Includes 47,076 shares and 23,985 shares held in the Salida Building & Loan Association 401(k) Profit Sharing Plan and Trust and Salida Building & Loan Association Grantor Trust, respectively, as to which the reporting person, as a trustee, shares voting and dispositive power. CUSIP No. 42965Q 10 7 13G Page 5 of 10 Pages 1. NAMES OF REPORTING PERSONS: Philip W. Harsh I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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 of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 18,009 6. SHARED VOTING POWER 184,783* 7. SOLE DISPOSITIVE POWER: 18,009 8. SHARED DISPOSITIVE POWER: 184,783* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 202,792* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 15.3%* 12. TYPE OF REPORTING PERSON: IN * Includes 47,076 shares and 23,985 shares held in the Salida Building & Loan Association 401(k) Profit Sharing Plan and Trust and Salida Buildign & Loan Association Grantor Trust, respectively, as to which the reporting person, as a trustee, shares voting and dispositive power. CUSIP No. 42965Q 10 7 13G Page 6 of 10 Pages 1. NAMES OF REPORTING PERSONS: Richard A. Young I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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 of America Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 154 6. SHARED VOTING POWER 200,284* 7. SOLE DISPOSITIVE POWER: 154 8. SHARED DISPOSITIVE POWER: 200,284* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 200,438* 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: IN * Includes 47,076 shares and 23,985 shares held in the Salida Building & Loan Association 401(k) Profit Sharing Plan and Trust and Salida Buildign & Loan Association Grantor Trust, respectively, as to which the reporting person, as a trustee, shares voting and dispositive power. Page 7 of 10 Pages Securities and Exchange Commission Washington, D.C. 20549 ITEM 1(a) NAME OF ISSUER. High Country Bancorp, Inc. ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 130 W. 2nd Street Salida, Colorado 81201-0309 ITEM 2(a) NAME OF PERSON(S) FILING. High Country Bancorp, Inc. Employee Stock Ownership Plan ("ESOP"), and the following individuals who serve as trustees of the trust established under the ESOP: Robert B. Mitchell, Timothy R. Glenn, Philip W. Harsh and Richard A. Young. ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE. Same as Item 1(b). ITEM 2(c) CITIZENSHIP. See Row 4 of the second part of the cover page provided for each reporting person. ITEM 2(d) TITLE OF CLASS OF SECURITIES. Common Stock, par value $.01 per share. ITEM 2(e) CUSIP NUMBER. See the upper left corner of the second part of the cover page provided for each reporting person. ITEM 3. CHECK WHETHER THE PERSON FILING IS A: (f) [x] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F), Items (a) (b) (c) (d) (e) (g) and (h) - not applicable. This Schedule 13G is being filed on behalf of the ESOP identified in Item 2(a), filing under the Item 3(f) classification, and by each trustee of the trust established pursuant to the ESOP, filing pursuant to SEC no-action letters. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the issuer held directly by these entities. Page 8 of 10 Pages ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: See Row 9 of the second part of the cover page provided for each reporting person. (b) Percent of Class: See Row 11 of the second part of the cover page provided for each reporting person. (c) See Rows 5, 6, 7, and 8 of the second part of the cover page provided for each reporting person. 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 13.7 of the ESOP, the ESOP committee has the power to direct the receipt of dividends on shares held in the ESOP 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. Not applicable. 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 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. Page 9 of 10 Pages 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. HIGH COUNTRY BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN By Its Trustees: /s/ Robert B. Mitchell February 5, 1998 __________________________________ _________________ Robert B. Mitchell, as Trustee Date /s/ Timothy R. Glenn February 5, 1998 __________________________________ _________________ Timothy R. Glenn, as Trustee Date /s/ Philip W. Harsh February 5, 1998 __________________________________ _________________ Philip W. Harsh, as Trustee Date /s/ Richard A. Young February 5, 1998 __________________________________ _________________ Richard A. Young, as Trustee Date /s/ Robert B. Mitchell February 5, 1998 _________________________________________ _________________ Robert B. Mitchell, as an Individual Date Stockholder /s/ Timothy R. Glenn February 5, 1998 _________________________________________ _________________ Timothy R. Glenn, as an Individual Date Stockholder /s/ Philip W. Harsh February 5, 1998 _________________________________________ _________________ Philip W. Harsh, as an Individual Date Stockholder /s/ Richard A. Young February 5, 1998 _________________________________________ _________________ Richard A. Young, as an Individual Date Stockholder Page 10 of 10 Pages Exhibit A - --------- The trustees of the ESOP hold shares of common stock of the issuer in trust for the benefit of employees participating in the ESOP. Pursuant to Section 13.6 of the ESOP, (i) the trustees vote common stock allocated to participant accounts in accordance with instructions by participants, (ii) shares of common stock of the issuer which have not been allocated and allocated stock for which no voting direction has been received shall be voted by the trustee in the same proportion as participants direct the voting of allocated shares, and (iii) if no voting direction has been received as to allocated shares, the issuer may direct the trustees as to the voting of all unallocated shares, and if the issuer gives no direction, the trustees shall vote such shares in their sole discretion. Pursuant to Section 13.3 of the ESOP, the trustees exercise investment direction as directed by the issuer in its capacity as the ESOP Committee. Overall, the trustees must exercise voting and dispositive power with respect to the assets held by the ESOP, including common stock of the issuer, in accordance with the fiduciary responsibility requirements imposed by Section 404 of the Employee Retirement Income Security Act of 1974, as amended. -----END PRIVACY-ENHANCED MESSAGE-----