UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment # 2)
North Central Bancshares, Inc.
------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
658418-10-8
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(CUSIP Number)
N/A
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(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 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>
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CUSIP No.658418-10-8 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY)
First Federal Savings Bank of Iowa
Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /_/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Employee benefit plan of Iowa corporation.
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5 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 105,099
REPORTING ---------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
0
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8 SHARED DISPOSITIVE POWER
188,352
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,352
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/_/
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.25% of 2,964,449 shares of common stock outstanding as of
December 31, 1998
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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CUSIP No.658418-10-8 13G Page 2B of 7 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY)
First Federal Savings Bank of Iowa
ESOP Committee
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Committee of Board of Directors of federal savings bank operating
in Iowa
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5 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ----------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
0
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
185,352
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,099
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/_/
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.25% of 2,964,449 shares of common stock outstanding as of
December 31, 1998
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12 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 4 of 7
ITEM 1(A)
NAME OF ISSUER: North Central Bancshares, Inc.
ITEM 1(B)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 825 Central Avenue
Fort Dodge, Iowa 50501
ITEM 2(A)
NAME OF PERSON FILING: First Federal Savings Bank of Iowa
Employee Stock Ownership Plan and Trust
Trustee: First Bankers Trust Company, N.A.
ITEM 2(B)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: 1201 Broadway
Quincy, IL 62301
ITEM 2(C)
CITIZENSHIP: Employee benefit plan of Iowa corporation.
ITEM 2(D)
TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value per share ("Common
Stock").
ITEM 2(E)
CUSIP NUMBER: 658418-10-8
ITEM 3
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK
WHETHER THE PERSON FILING IS A:
(f) |X| Employee benefit plan which is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
If this statement is being filed pursuant to Rule 13d-1(c), check this
box. |_| N/A
ITEM 4
OWNERSHIP: The following information with respect to the Plan's ownership of
Common Stock is provided as of December 31, 1998. None of the shares set forth
below constitute shares the beneficial ownership of which the Plan had the right
to acquire within 60 days following such date.
(A) AMOUNT BENEFICIALLY OWNED. . . . . . . . 185,352
(B) PERCENT OF CLASS . . . . . . . . . . . . 6.25%
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Page 5 of 7
(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. . . . . . . . . 105,099
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 0
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 185,352
The reporting person is an employee stock ownership plan under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), with individual
accounts for the accrued benefits of participating employees and their
beneficiaries. The reporting person is administered by an ESOP Committee ("ESOP
Committee") and its assets are held in trust by a trustee ("Plan Trustee"). The
number of shares listed as beneficially owned represents the entire number of
shares of Common Stock held by First Bankers Trust Company, N.A., as Plan
Trustee, as of December 31, 1998. As of December 31, 1998, 80,253 of such shares
of Common Stock had been allocated to individual accounts established for
participating employees and their beneficiaries, and 105,099 of such shares were
held, unallocated, for allocation in future years. In general, participating
employees and their beneficiaries have the power and authority to direct the
voting of shares of Common Stock allocated to their individual accounts. Such
allocated shares are, therefore, not included as shares over which the reporting
person has sole or shared voting power. The reporting person, through the Plan
Trustee, has shared voting power over unallocated Common Stock. Any unallocated
Common Stock is generally required to be voted by the Plan Trustee in the same
proportion as Common Stock which has been allocated to Participants is directed
to be voted. The reporting person, through the Plan Trustee (who is instructed
by the ESOP Committee) shares dispositive power over all unallocated Common
Stock held by the reporting person. The reporting person, acting through the
Plan Trustee (who is instructed by the ESOP Committee) shares dispositive power
over allocated Common Stock with participating employees and their
beneficiaries, who have the right to determine whether Common Stock allocated to
their respective accounts will be tendered in response to a tender offer but
otherwise have no dispositive power. Any unallocated Common Stock is generally
required to be tendered by the Plan Trustee in the same proportion as Common
Stock which has been allocated to Participants is directed to be tendered. In
limited circumstances, ERISA may confer upon the Plan Trustee the power and duty
to control the voting and tendering of Common Stock allocated to the accounts of
participating employees and beneficiaries who fail to exercise their voting
and/or tender rights. The reporting person disclaims voting power with respect
to such allocated Common Stock.
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Page 6 of 7
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Dividends declared on Common Stock held by the Plan which have been
allocated to the account of a Participant are allocated to the account of such
Participant. Such dividends may be held and invested in the same manner as funds
generally held or invested by the Plan which are not invested in Common Stock or
distributed to Participants in accordance with and at such time as provided in
the Plan Document. Participants may receive, or direct the receipt of, proceeds
of the sale of Common Stock held by the Plan and allocated to their accounts to
the extent they have become vested in such Common Stock and at such times as
provided in the Plan Document. No Participant has the right to receive or the
power to direct the receipt of dividends on, or the proceeds of the sale of,
more than 5% of the Common Stock issued and outstanding as of the date hereof.
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:
The reporting person is an employee benefit plan subject to the
provisions of the Employee Retirement Income Security Act of 1974.
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 and are held in the
ordinary course of business and were not acquired or held 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 or held in connection with or as a
participant in any transaction having such purposes or effect.
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Page 7 of 7
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.
FIRST FEDERAL SAVINGS BANK OF IOWA EMPLOYEE STOCK OWNERSHIP PLAN
By: First Bankers Trust Company, N.A., as Trustee of the First Federal Savings
Bank of Iowa Employee Stock Ownership Plan
/S/ CARMEN WALCH
------------------------------------
By:
Name/Title: Carmen Walch, Trust Officer
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ESOP COMMITTEE
By: /s/ John M. Peters
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John M. Peters, Member
By: /s/ Karene Egemo
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KaRene Egemo, Member
By: /s/ Howard A. Hecht
-----------------------------
Howard A. Hecht, Member
