CRAZY WOMAN CREEK BANCORP INC
SC 13G/A, 2000-02-07
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*


                     Crazy Woman Creek Bancorp Incorporated
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   225233 10 5
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                   May 3, 1999
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this schedule
is filed:

[X]  Rule 13d-1(b)

[ ]  Rule 13d-1(c)

[ ]  Rule 13d-1(d)

- ----------------
* 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 pages


<PAGE>

CUSIP No. 225233 10 5                   Schedule 13G        Page 2 of 4 Pages
          -----------                   ------------


1.       Name of Reporting Person
         S.S. or I.R.S. Identification Number of above person:

                          Buffalo Federal Savings Bank
                          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:  Wyoming

Number of Shares Beneficially Owned by Each Reporting Person with:

5.       Sole Voting Power:                                         0
                                                              ------------

6.       Shared Voting Power:                                     62,410
                                                              ------------

7.       Sole Dispositive Power:                                    0
                                                              ------------

8.       Shared Dispositive Power:                                62,410
                                                              ------------

9.       Aggregate Amount Beneficially Owned by Each Reporting Person:
           62,410
         ----------

10.      Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares*
         [ ]

11.      Percent of Class Represented by Amount in Row 9:    7.2%
                                                         ----------

12.      Type of Reporting Person*: EP



                                * SEE INSTRUCTION


<PAGE>

                                                                     Page 3 of 4


Item 1(a)         Name of Issuer:  Crazy Woman Creek Bancorp Incorporated
                  --------------

Item 1(b)         Address of Issuer's Principal Executive Offices:
                  -----------------------------------------------

                                    106 Fort Street
                                    Buffalo, Wyoming  82834-1889

Item 2(a)         Name of Person Filing:
                  ---------------------

                  Buffalo Federal Savings Bank
                  Employee Stock Ownership Plan

Item 2(b)         Address of Principal Business Office:  Same as Item 1(b)
                  -------------------------------------  -----------------

Item 2(c)         Citizenship:  Wyoming

Item 2(d)         Title of Class of Securities:  Common Stock
                  ----------------------------

Item 2(e)         CUSIP Number:    225233 10 5
                  ------------     -----------

Item 3            Check whether the person filing is a:
                  ------------------------------------

Item 3(f)           X   Employee Benefit Plan, in accordance with
                  ----- Rule 13d-1(b)(1)(ii)(F).

Item 3(j)           X   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
                  -----

Item 3(a)(b)(c)(d)(e)(g)(h)(i) - not applicable.

Item 4(a)         Amount Beneficially Owned:                             62,410
                  -------------------------                              ------

Item 4(b)         Percent of Class:     7.2 %
                  ----------------   -----------

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                                          62,410
                                                                         ------

                  (iii)    sole power to dispose or to direct
                           the disposition of                              -0-
                                                                         ------

                  (iv)     shared power to dispose or to direct
                           the disposition of                            62,410
                                                                         ------
<PAGE>

                                                                     Page 4 of 4

Item 5   Ownership of Five Percent or Less of Class:
         ------------------------------------------

                                 Not Applicable

Item 6   Ownership of More than Five Percent on Behalf of Another Person:
         ---------------------------------------------------------------

                                 Not Applicable

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  Employee  Stock
          Ownership Plan ("ESOP")  identified in Item 2(a) by the ESOP Committee
          and the  ESOP  Trustee  both  filing  under  the  Item  3(f)  and 3(j)
          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.
         -------------

          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>



SIGNATURE:

         After reasonable inquiry and to the best of my knowledge and belief, as
a member  of the ESOP  Committee  and as an ESOP  Trustee,  I  certify  that the
information set forth in this statement is true, complete and correct.


/s/Richard Reimann                                       1/26/00
- -------------------------------------------              -----------------------
Richard Reimann, as Trustee                              Date


/s/Greg L. Goddard                                       1/26/00
- -------------------------------------------              -----------------------
Greg L. Goddard, as Trustee                              Date


/s/Douglas D. Osborn                                     1/26/00
- -------------------------------------------              -----------------------
Douglas D. Osborn, as Trustee                            Date


/s/Thomas J. Berry                                       1/26/00
- -------------------------------------------              -----------------------
Thomas J. Berry, as Trustee                              Date


/s/Sandra K. Todd                                        1/26/00
- -------------------------------------------              -----------------------
Sandra K. Todd, as Trustee                               Date






<PAGE>

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 Trustee.  The ESOP Trustee shares voting
and  dispositive  power with the ESOP  Committee.  By the terms of the ESOP, the
ESOP  Trustee  votes  stock  allocated  to  participant  accounts as directed by
participants.  Stock held by the ESOP Trust,  but not yet  allocated is voted by
the ESOP  Trustee as directed by the ESOP  Committee.  Investment  direction  is
exercised  by the ESOP  Trustee  as  directed  by the ESOP  Committee.  The ESOP
Committee and the ESOP 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 ESOP Committee and as ESOP Trustees and their beneficial
ownership of shares of common stock of the issuer exclusive of membership on the
ESOP  Committee  and Trustee  Committee  and of shares  beneficially  owned as a
Participant in the ESOP are as follows:

                               Beneficial            Beneficial Ownership
    Name                       Ownership (1)         as ESOP Participant
- --------------------------------------------------------------------------
Richard Reimann                17,348                        -0-
Greg L. Goddard                17,348                        -0-
Douglas D. Osborn              17,348                        -0-
Thomas J. Berry                16,648                        -0-
Sandra K. Todd                 16,203                        -0-


- ----------------
(1)  Beneficial  ownership  as of  February 7, 2000.  Includes  shares of issuer
     owned in  conjunction  with family  members.  The ESOP  Committee  and ESOP
     Trustee disclaim ownership of these shares in conjunction with the exercise
     of their  fiduciary  duties as  members of the ESOP  Committee  and as ESOP
     Trustee.





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