SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
First Colorado Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
319764-10-6
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(CUSIP Number)
* The remainder of the 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).
(Continued on following pages)
Page 1 of 4
<PAGE>
CUSIP No. 319764-10-6 Schedule 13-G
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1. Name of Reporting Person
S.S. or I.R.S. Identification Number of above person:
First Federal Bank of Colorado Employee
Stock Ownership Plan
2. Check the appropriate box if a member of a group*
(a) [X] (b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Colorado
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Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: -0-
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6. Shared Voting Power: 1,721,834
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7. Sole Dispositive Power: -0-
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8. Shared Dispositive Power: 1,721,834
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,721,834
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10. Check Box If The Aggregate Amount in Row (9) Excludes Certain
Shares*
11. Percent of Class Represented by Amount in Row 9: 10.24%
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12. Type of Reporting Person*: EP
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* SEE INSTRUCTION
Page 2 of 4
<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
Item 1(a) Name of Issuer: First Colorado Bancorp, Inc.
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Item 1(b) Address of Issuer's Principal Executive Offices:
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215 South Wadsworth Boulevard
Lakewood, Colorado 80226
Item 2(a) Name of Person Filing:
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First Federal Bank of Colorado Employee
Stock Ownership Plan
Item 2(b) Address of Principal Business Office: Same as Item 1(b)
------------------------------------ -----------------
Item 2(c) Citizenship: Colorado
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Item 2(d) Title of Class of Securities: Common Stock
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Item 2(e) CUSIP Number: 319764-10-6
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Item 3 Check whether the person filing is a:
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Item 3(f) X Employee Benefit Plan, Pension Fund which is subject to
------ the provisions of the Employee Retirement Income
Security Act of 1974.
Item 3(h) X Group, in accordance with Rule 13d-
------ 1(b)(1)(ii)(H).
Item 3(a)(b)(c)(d)(e)(g) - not applicable.
Item 4(a) Amount Beneficially Owned: 1,721,834
-------------------------
Item 4(b) Percent of Class: 10.24%
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Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote -0-
(ii) shared power to vote or to direct the vote 1,721,834
(iii)sole power to dispose or to direct the
disposition of -0-
(iv) shared power to dispose or to direct the
disposition of 1,721,834
Item 5 Ownership of Five Percent or Less of Class:
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Not Applicable
Page 3 of 4
<PAGE>
Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not
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applicable.
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Item 7 Identification and Classification of the Subsidiary Which Acquired
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the Security Being Reported on by the Parent Holding Company. Not
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Applicable
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Item 8 Identification and Classification of Members of the Group.
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This Schedule 13G is being filed on behalf of the Employee Stock
Ownership Plan ("ESOP") identified in Item 2(a) by the Plan
Committee and the Plan Trustee both filing under the Item 3(f) and
3(h) classifications. Exhibit A contains a disclosure of the voting
and dispositive powers over shares of the issuer held directly by
these entities exclusive of those shares held by the ESOP as well as
identification of members of these groups.
Item 9 Notice of Dissolution of Group.
Not Applicable
Item 10 Certification.
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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 4 of 4
<PAGE>
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, as a
member of the Plan Committee, I certify that the information set forth in this
statement is true, complete and correct.
/s/ Malcolm E. Collier, Jr. 2/13/98
- ---------------------------------------------- -----------------
Malcolm E. Collier, Jr. Date
/s/ Brian L. Johnson 2/13/98
- ---------------------------------------------- -----------------
Brian L. Johnson Date
/s/ Patricia McMillan 2/13/98
- ---------------------------------------------- -----------------
Patricia McMillan Date
<PAGE>
Exhibit A
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Identification of Members of Group
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Shares of common stock of the issuer are held in trust for the benefit of
participating employees by the ESOP Plan Trustee. The Plan Trustee shares voting
and dispositive power with the Plan Committee. By the terms of the Plan, the
Plan Trustee votes stock allocated to participant accounts as directed by
participants. Stock held by the Trust, but not yet allocated is voted by the
Plan Trustee as directed by the Plan Committee. Investment direction is
exercised by the Plan Trustee as directed by the Plan Committee. The Plan
Committee and the Plan Trustee share voting and dispositive power with respect
to the unallocated stock held by the ESOP pursuant to their fiduciary
responsibilities under Section 404 of the Employee Retirement Income Security
Act of 1974, as amended.
Members of the Plan Committee and their beneficial ownership of shares of
common stock of the issuer exclusive of membership on the Plan Committee and of
shares beneficially owned as a Participant in the Plan are as follows:
Beneficial Beneficial Ownership
Name Ownership (1)(2)(3) as Plan Participant
- --------------------------------------------------------------------------------
Malcolm E. Collier, Jr. 549,956 22,730
Brian L. Johnson 105,278 9,904
Patricia McMillan 57,972 6,722
Members of the Trustee Committee and their beneficial ownership of shares
of common stock of the issuer exclusive of membership on the Trustee Committee
and of shares beneficially owned as a Participant in the Plan are as follows:
Beneficial Beneficial Ownership
Name Ownership (1)(2)(3)(4) as Plan Participant
- --------------------------------------------------------------------------------
Leeon E. Hayden 135,465 -0-
John J. Nicholl 18,242 -0-
Stephen Burkholder 47,823 -0-
- --------------------
(1) Includes shares of common stock of issuer owned in conjunction with family
members. The Plan Committee and Plan Trustee(s) disclaims ownership of
these shares in conjunction with the exercise of their fiduciary duties as
members of the Plan Committee and Plan Trustee Committee.
(2) As of December 31, 1997
(3) Includes shares of common stock held by Registrant's 1992 and 1996 Stock
Option Plans and by Registrant's 1996 Management Stock Bonus Plan, whether
such shares are vested or non-
vested.
(4) Excludes shares of common stock held by Registrant's 1992 Management
Recognition Plan and 1996 Management Stock Bonus Plan for which the
Trustee may have voting and dispositive
power.
