FIRST FEDERAL FINANCIAL BANCORP INC
SC 13G, 1997-02-07
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549



                         SCHEDULE 13G



      INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
             UNDER THE SECURITIES EXCHANGE ACT OF 1934
                        (AMENDMENT NO. __)*



                 
                  FIRST FEDERAL FINANCIAL BANCORP, INC.

                           (Name of Issuer)



                  Common Stock, Par Value $.01 Per Share

                      (Title of Class of Securities)

                  

                                319988 10 1

                              (CUSIP Number)

                  
                             
                             Page 1 of 5 Pages


<PAGE>

CUSIP NO. 319988 10 1                                       Page 2 of 5 Pages


1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
    
    First Federal Financial Bancorp, Inc. Employee Stock Ownership Plan

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a) [  ]
                                                                 (b) [  ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION
    
    Ohio

5.  NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE 
    VOTING POWER
    
    49,807

6.  NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED 
    VOTING POWER
    
    3,936

7.  NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE 
    DISPOSITIVE POWER
    
    49,807

8.  NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED 
    DISPOSITIVE POWER
    
    3,936

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    
    53,743

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [  ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    
    8.0%

12. TYPE OF REPORTING PERSON
    
    EP







<PAGE>

CUSIP NO. 319988 10 1                                       Page 3 of 5 Pages

ITEM 1(A) NAME OF ISSUER:

          First Federal Financial Bancorp, Inc.

ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

          415 Center Street
          Ironton, Ohio  45638

ITEM 2(A) NAME OF PERSON FILING:

          First Federal Financial Bancorp, Inc. Employee Stock Ownership Plan.


ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

          First Federal Financial Bancorp, Inc.
          415 Center Street
          Ironton, Ohio  45638

ITEM 2(C) CITIZENSHIP:

          Ohio

ITEM 2(D) TITLE OF CLASS OF SECURITIES:

          Common Stock, par value $.01 per share

ITEM 2(E) CUSIP NUMBER:

          319988 10 1

ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), 
          CHECK WHETHER THE PERSON FILING IS A:

          (f) [  ] Employee Benefit Plan, Pension Fund which is subject to
                   the provisions of the Employee Retirement Income Security 
                   Act of 1974.

ITEM 4.   OWNERSHIP.

          (a)  Amount beneficially owned:

          53,743

          (b)  Percent of class:  8.0%










<PAGE>

CUSIP NO. 319988 10 1                                       Page 4 of 5 Pages

          (c)  Number of shares as to which such person has:

          (i)  Sole power to vote or to direct the vote                49,807
          (ii) Shared power to vote or to direct the vote               3,936
          (iii)Sole power to dispose or to direct the disposition of   49,807
          (iv) Shared power to dispose or to direct the disposition of  3,936

          The First Federal Financial Bancorp, Inc. Employee Stock Ownership  
          Plan Trust ("Trust") was established pursuant to the First Federal 
          Financial Bancorp, Inc. Employee Stock Ownership Plan ("ESOP").   
          Under the terms of the ESOP, the Trustees must vote the allocated 
          shares held in the ESOP in accordance with the instructions of the  
          participating employees.  Unallocated shares held in the ESOP will  
          be voted by the ESOP Trustees in the same proportion for and against 
          proposals to stockholders as the ESOP participants and beneficiaries 
          actually vote shares of Common Stock allocated to their individual  
          accounts.  Any allocated shares which either abstain on the proposal 
          or are not voted will be disregarded in determining the percentage  
          of stock voted for and against each proposal by the participants and 
          beneficiaries.  As of December 31, 1996, 3,936 shares had been 
          allocated to participants' accounts and 49,807 shares were 
          unallocated.

ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

          Not applicable since the reporting entity owns more than 5% of
          the class.

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

          Participants in the ESOP are entitled to receive dividends on,
          and the proceeds from, the sale of the shares allocated to their
          accounts.  The ESOP does not own more than 5% on behalf of
          another person.

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 since the reporting entity is not a member of a
          group.

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP.

          Not applicable since the reporting entity is not a member of a
          group.






<PAGE>

CUSIP NO. 319988 10 1                                       Page 5 of 5 Pages

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.




                             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 FINANCIAL BANCORP, INC.
                           EMPLOYEE STOCK OWNERSHIP PLAN TRUST



February 7, 1997           By: /S/ THOMAS D. PHILLIPS
                               ----------------------
                               Thomas D. Phillips, Trustee



February 7, 1997           By: /S/ EDWARD R. RAMBACHER
                               -----------------------
                               Edward R. Rambacher, Trustee




February 7, 1997            By: /S/ I. VINCENT RICE
                                ------------------- 
                                I. Vincent Rice, Trustee






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