-----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, CXWAqMvVG6g8kogeHlCyPhvmcvlt48LPQjhJY5GWE+nZeIeyeOVYxrQDslbzCzIq B4MJq/ZAQOeSgtdJ+JjEHg== 0000904280-98-000059.txt : 19980211 0000904280-98-000059.hdr.sgml : 19980211 ACCESSION NUMBER: 0000904280-98-000059 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980210 SROS: AMEX GROUP MEMBERS: FRED TAYLOR GROUP MEMBERS: REX G. KEELING, JR. GROUP MEMBERS: SOUTHERN BANC CO INC EMPLOYEE STOCK OWNERSHIP PLAN GROUP MEMBERS: THOMAS F. DOWLING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN BANC CO INC CENTRAL INDEX KEY: 0000946453 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 631146351 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48433 FILM NUMBER: 98526855 BUSINESS ADDRESS: STREET 1: 221 S. 6TH STREET CITY: GADSDEN STATE: AL ZIP: 35901-4102 BUSINESS PHONE: 2055433860 MAIL ADDRESS: STREET 1: 221 S 6TH STREET CITY: GADSDEN STATE: AL ZIP: 35901-4102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN BANC CO INC EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001033070 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631146351 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 221 S 6TH ST CITY: GADSDEN STATE: AL ZIP: 35901-4102 BUSINESS PHONE: 2055433860 MAIL ADDRESS: STREET 1: 221 S 6TH ST CITY: GADSDEN STATE: AL ZIP: 35901-4102 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) * The Southern Banc Company, Inc. -------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------- (Title of Class of Securities) 842233 10 8 -------------------- (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. 842233 10 8 13G Page 2 of 9 Pages 1. NAME OF REPORTING PERSONS: The Southern Banc Company, Inc. Employee Stock Ownership Plan I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 63-1161782 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 Alabama Number of shares beneficially owned by each reporting person with: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 115,752 7. SOLE DISPOSITIVE POWER: 0 8. SHARED DISPOSITIVE POWER: 115,752 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 115,752 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.4% 12. TYPE OF REPORTING PERSON: EP CUSIP No. 842233 10 8 13G Page 3 of 9 Pages 1. NAME OF REPORTING PERSONS: Thomas F. Dowling 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 12,040 6. SHARED VOTING POWER 139,590* 7. SOLE DISPOSITIVE POWER: 12,040 8. SHARED DISPOSITIVE POWER: 163,302* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 175,342* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 14.3%* 12. TYPE OF REPORTING PERSON: IN * Includes shares held by the First Federal Savings and Loan Association of Gadsden Management Recognition Plan Trust as to which the reporting person, as a trustee, shares voting power and dispositive power over 31,966 shares and 45,686 shares, respectively. Also includes shares held by The Southern Banc Company, Inc. 1996 Stock Option and Incentive Plan Trust as to which the reporting person, as a trustee, shares voting power and dispositive power over 23,283 shares and 33,275 shares, respectively. CUSIP No. 842233 10 8 13G Page 4 of 9 Pages 1. NAME OF REPORTING PERSONS: Fred Taylor 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 11,708 6. SHARED VOTING POWER 136,340* 7. SOLE DISPOSITIVE POWER: 11,708 8. SHARED DISPOSITIVE POWER: 160,052* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 171,760* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 14.0%* 12. TYPE OF REPORTING PERSON: IN * Includes shares held by the First Federal Savings and Loan Association of Gadsden Management Recognition Plan Trust as to which the reporting person, as a trustee, shares voting power and dispositive power over 31,966 shares and 45,686 shares, respectively. Also includes shares held by The Southern Banc Company, Inc. 1996 Stock Option and Incentive Plan Trust as to which the reporting person, as a trustee, shares voting power and dispositive power over 23,283 shares and 33,275 shares, respectively. CUSIP No. 842233 10 8 13G Page 5 of 9 Pages 1. NAME OF REPORTING PERSONS: Rex G. Keeling, 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 11,708 6. SHARED VOTING POWER 136,240* 7. SOLE DISPOSITIVE POWER: 11,708 8. SHARED DISPOSITIVE POWER: 159,952* 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 171,660* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 14.0%* 12. TYPE OF REPORTING PERSON: IN * Includes shares held by the First Federal Savings and Loan Association of Gadsden Management Recognition Plan Trust as to which the reporting person, as a trustee, shares voting power and dispositive power over 31,966 shares and 45,686 shares, respectively. Also includes shares held by The Southern Banc Company, Inc. 1996 Stock Option and Incentive Plan Trust as to which the reporting person, as a trustee, shares voting power and dispositive power over 23,283 shares and 33,275 shares, respectively. Page 6 of 9 Pages Securities and Exchange Commission Washington, D.C. ITEM 1(a) NAME OF ISSUER. The Southern Banc Company, Inc. ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 221 S. 6th Street Gadsden, Alabama 35901-4102 ITEM 2(a) NAME OF PERSON(S) FILING. The Southern Banc Company, Inc. Employee Stock Ownership Plan ("ESOP"), and the following individuals who serve as trustees of the trust established under the ESOP: Thomas F. Dowling, Fred Taylor, and Rex G. Keeling, 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. 13G 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. 13G 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. THE SOUTHERN BANC COMPANY, INC. EMPLOYEE STOCK OWNERSHIP PLAN By Its Trustees: /s/ Thomas F. Dowling February 2, 1998 _____________________________ _________________ Thomas F. Dowling, as Trustee Date /s/ Fred Taylor February 2, 1998 ______________________________ _________________ Fred Taylor, as Trustee Date /s/ Rex G. Keeling, Jr. February 2, 1998 ______________________________ _________________ Rex G. Keeling, Jr., as Trustee Date /s/ Thomas F. Dowling February 2, 1998 ___________________________________ _________________ Thomas F. Dowling, as an Date Individual Stockholder /s/ Fred Taylor February 2, 1998 ____________________________________ _________________ Fred Taylor, as an Individual Date Stockholder /s/ Rex G. Keeling, Jr. February 2, 1998 ____________________________________ _________________ Rex G. Keeling, Jr., as an Date Individual Stockholder 13G 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-----