<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)1
CNS BANCORP, INC.
----------------------------
(NAME OF ISSUER)
COMMON STOCK
----------------------------
(TITLE OF CLASS OF SECURITIES)
12613P 10 8
----------------------------
(CUSIP NUMBER)
12/31/98
----------------------------
(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)
- --------------------
1The 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).
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Cusip No. 12613P 10 8 Page 2 of 5 Pages
1. Name of Reporting Person:
City National Savings Bank, FSB Employee Stock Ownership Plan and Trust
("ESOP")
S.S. or I.R.S. Identification No. of above person:
44-0201240
2. Check the appropriate box if a member of a group*
(a) X
(b) /__/
3. SEC USE ONLY
4. Citizenship or Place of Organization:
State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: 95,136
6. Shared Voting Power: -0-
7. Sole Dispositive Power: 131,653
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
131,653
10. Check Box if the Aggregate Amount in Row (9) excludes Certain Shares*
/__/
11. Percent of Class Represented by Amount in Row 9: 9.1%
12. Type of Reporting Person*: EP
*SEE INSTRUCTIONS
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Page 3 of 5 Pages
ITEM 1(A). NAME OF ISSUER.
CNS Bancorp, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
427 Monroe Street
Jefferson City, Missouri 65102
ITEM 2(A). NAME OF PERSON FILING.
City National Savings Bank, FSB Employee Stock Ownership Plan and Trust.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(C). CITIZENSHIP.
See Row 4 of page 2.
ITEM 2(D). TITLE OF CLASS OF SECURITIES.
Common Stock, $.01 par value per share.
ITEM 2(E). CUSIP NUMBER.
See the cover page.
ITEM 3. THE PERSON FILING IS AN:
Employee Benefit Plan which is subject to the provisions of the Employee
Income Security Act of 1974, as amended.
This Schedule 13G is being filed on behalf of the ESOP identified in Item
2(a), which is filing under the Item 3(f) classification. Exhibit A contains a
disclosure of the voting and dispositive powers over shares of the issuer held
directly by trustees of this plan. Each trustee of the trust established
pursuant to the ESOP, although filing under the Item 3(h) classification because
of their relationship to the ESOP, disclaims that he is acting in concert with,
or as a member of a group consisting of, the other trustees of said plan.
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Page 4 of 5 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second part of the
cover page.
(b) Percent of Class: See Row 11 of the second part of the cover page.
(c) See Rows 5, 6, 7, and 8 of the second part of the cover page.
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 8.8 of the ESOP plan document, City National Savings
Bank, FSB has the power to direct the persons who receive dividends on shares
held in the plan 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.
This Schedule 13G is being filed on behalf of the ESOP identified in Item
2(a), which is filing under the Item 3(f) classification. Exhibit A contains a
disclosure of the voting and dispositive powers over shares of the issuer held
directly by trustees of this plan. Each trustee of the trust established
pursuant to the ESOP, although filing under the Item 3(h) classification because
of their relationship to the ESOP, disclaims that he is acting in concert with,
or as a member of a group consisting of, the other trustees of said plan.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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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 and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in
any transaction having that 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.
CITY NATIONAL SAVINGS BANK, FSB
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
By: /s/ Robert E. Chiles
--------------------------------
City National Savings Bank, FSB,
as Plan Administrator
Robert E. Chiles
President
Date: February 9, 1999
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Page 6 of 5 Pages
Exhibit A
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 Trustees. The ESOP Trustee shares voting and
dispositive power with City National Savings Bank, FSB. By the terms of the
ESOP, the ESOP Trustee votes stock allocated to participant accounts as directed
by participants. Common stock held by the Trust, but not yet allocated or as to
which participants have not made timely voting directions, is voted by the ESOP
Trustees in the same proportion as shares for which directions are received
(subject to its fiduciary responsibilities under Section 404 of the Employee
Retirement Income Security Act of 1974, as amended). Investment direction is
exercised by the ESOP Trustees (subject to its fiduciary responsibilities under
Section 404 of the Employee Retirement Income Security Act of 1974, as amended).
The ESOP Trustees and their beneficial ownership of shares of common stock
of the issuer, exclusive of responsibilities as a ESOP Trustees or ESOP sponsor,
as the case may be, are as follows (such ownership being disregarded in
reporting the ESOP's ownership within this Schedule 13G):
<TABLE>
<CAPTION>
Direct Beneficial Beneficial Ownership
Name Ownership As ESOP Participant
---- --------- -------------------
<S> <C> <C>
Robert E. Chiles 15,000
16,530 MRDP 7,271
John C. Kolb 10,000 0
3,005 MRDP
Michael A. Dallmeyer 10,000 0
3,005 MRDP
</TABLE>
