-----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, W0akm0wpJZ8O6dRMG+eJt7Y/WJrJUIkym9WDO/O3bHTy83B04LoF3UNZaKKjEak7 Wsln/CFXCD2D8UOUUPQ9zw== 0000904280-98-000088.txt : 19980217 0000904280-98-000088.hdr.sgml : 19980217 ACCESSION NUMBER: 0000904280-98-000088 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980212 SROS: NASD GROUP MEMBERS: DAVID G. EDDINS GROUP MEMBERS: FRANK MCGRATH GROUP MEMBERS: FRANKFORT FIRST BANCORP INC EMPLOYEE STOCK OWNERSHIP PLAN GROUP MEMBERS: HERMAN D. REGAN, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKFORT FIRST BANCORP INC CENTRAL INDEX KEY: 0000930182 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 611271129 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-47979 FILM NUMBER: 98533933 BUSINESS ADDRESS: STREET 1: 216 W MAIN ST CITY: FRANKFORT STATE: KY ZIP: 40602 BUSINESS PHONE: 5022231638 MAIL ADDRESS: STREET 1: P O BOX 535 CITY: FRANKFORT STATE: KY ZIP: 40602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKFORT FIRST BANCORP INC EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001033084 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411848954 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 216 W MAIN ST CITY: FRANKFORT STATE: KY ZIP: 40602 BUSINESS PHONE: 5022231638 MAIL ADDRESS: STREET 1: 216 W MAIN ST CITY: FRANKFORT STATE: KY ZIP: 40602 SC 13G/A 1 AMENDMENT NO. 2 TO 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. 2) * Frankfort First Bancorp, Inc. -------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------- (Title of Class of Securities) 352128 20 1 -------------------- (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 9 pages CUSIP No. 352128 20 1 13G Page 2 of 9 Pages 1. NAMES OF REPORTING PERSONS: Frankfort First Bancorp, Inc. Employee Stock Ownership Plan I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 61-1285797 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Kentucky Number of Shares Beneficially Owned by Each Reporting Person with: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 116,245 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 116,245 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 116,245 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 7.2% 12. TYPE OF REPORTING PERSON: EP CUSIP No. 352128 20 1 13G Page 3 of 9 Pages 1. NAMES OF REPORTING PERSONS: David G. Eddins 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 14,260 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER: 14,260 8. SHARED DISPOSITIVE POWER: 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,260 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0.9% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 352128 20 1 13G Page 4 of 9 Pages 1. NAMES OF REPORTING PERSONS: Frank McGrath 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 9,140 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER: 9,140 8. SHARED DISPOSITIVE POWER: 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 9,140 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0.6% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 352128 20 1 13G Page 5 of 9 Pages 1. NAMES OF REPORTING PERSONS: Herman D. Regan, Jr. 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 24,140 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER: 24,140 8. SHARED DISPOSITIVE POWER: 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 24,140 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.5% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 352128 20 1 13G Page 6 of 9 Pages Securities and Exchange Commission Washington, D.C. 20549 ITEM 1(a) NAME OF ISSUER. Frankfort First Bancorp, Inc. ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 216 W. Main Street Frankfort, Kentucky 40602 ITEM 2(a) NAME OF PERSON(S) FILING. Frankfort First Bancorp, Inc. Employee Stock Ownership Plan ("ESOP"), and the following individuals who serve as trustees of the trust established under the ESOP: David G. Eddins, Frank McGrath, and Herman D. Regan, Jr. 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 7 of 9 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 8 of 9 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. FRANKFORT FIRST BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN By Its Trustees: /s/ David G. Eddins January 27, 1998 __________________________________ ________________ David G. Eddins, as Trustee Date /s/ Frank McGrath January 27, 1998 __________________________________ ________________ Frank McGrath, as Trustee Date /s/ Herman D. Regan, Jr. January 27, 1998 __________________________________ ________________ Herman D. Regan, Jr., as Trustee Date /s/ David G. Eddins January 27, 1998 _________________________________________ ________________ David G. Eddins, as an Individual Date Stockholder /s/ Frank McGrath January 27, 1998 _________________________________________ ________________ Frank McGrath, as an Individual Date Stockholder /s/ Herman D. Regan, Jr. January 27, 1998 _________________________________________ ________________ Herman D. Regan, Jr., as an Individual Date Stockholder Page 9 of 9 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 that 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-----