SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)
MITCHELL BANCORP, INC.
----------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
606503 10 0
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(CUSIP Number)
Check the following box if a fee is being paid with this statement.
( )
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
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Page 2 of 5 Pages
1. Name of Reporting Person:
Mitchell Savings Bank, SSB Employee Stock Ownership Plan and Trust
("ESOP")
S.S. or I.R.S. Identification No. of above person:
56-0324785
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 North Carolina
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: --
6. Shared Voting Power: 78,392
7. Sole Dispositive Power: --
8. Shared Dispositive Power: 78,392
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
78,392
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
*SEE INSTRUCTION
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Page 3 of 5 Pages
Securities and Exchange Commission
Washington, D.C. 20549
Item 1(a). Name of Issuer.
Mitchell Bancorp, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
210 Oak Avenue
Spruce Pine, North Carolina 28777
Item 2(a). Name of Person Filing.
Mitchell Savings Bank, SSB 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, Mitchell Savings Bank,
SSB 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 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.
MITCHELL SAVINGS BANK, SSB
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
By: /s/ Edward Ballew, Jr.
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Mitchell Savings Bank, SSB,
as Plan Administrator
Edward Ballew, Jr.
Chief Executive Officer and
Executive Vice President
Date: January 10, 1997
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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 Trustees. The ESOP Trustee shares voting
and dispositive power with Mitchell Savings Bank, SSB. 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):
Direct Beneficial Beneficial Ownership
Name Ownership As ESOP Participant
---- --------- -------------------
Emma Lee Wilson 11,000 0
Lloyd Hise 5,005 0
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