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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2)*
Westwood Homestead Financial Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
961767 10 0
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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)
[x] 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 1 of 10 pages<PAGE>
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CUSIP No. 961767 10 0 13G Page 2 of 10 Pages
1. NAMES OF REPORTING PERSONS:
Westwood Homestead Financial Corporation
Employee Stock Ownership Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
31-1463057
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Indiana
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 274,820
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 274,820
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 274,820
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.8%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 961767 10 0 13G Page 3 of 10 Pages
1. NAMES OF REPORTING PERSONS:
John B. Bennet, Sr.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 25,417
6. SHARED VOTING POWER 244,008
7. SOLE DISPOSITIVE POWER: 25,417
8. SHARED DISPOSITIVE POWER: 252,386
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 277,803
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.9%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 961767 10 0 13G Page 4 of 10 Pages
1. NAMES OF REPORTING PERSONS:
Robert H. Bockhorst
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 28,217
6. SHARED VOTING POWER 244,008
7. SOLE DISPOSITIVE POWER: 28,217
8. SHARED DISPOSITIVE POWER: 252,386
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 280,603
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.0%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 961767 10 0 13G Page 5 of 10 Pages
1. NAMES OF REPORTING PERSONS:
Carl H. Heimerdinger
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 32,717
6. SHARED VOTING POWER 244,008
7. SOLE DISPOSITIVE POWER: 32,717
8. SHARED DISPOSITIVE POWER: 252,386
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 285,103
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.2%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 961767 10 0 13G Page 6 of 10 Pages
1. NAMES OF REPORTING PERSONS:
Roger M. Higley
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 33,172
6. SHARED VOTING POWER 244,008
7. SOLE DISPOSITIVE POWER: 33,172
8. SHARED DISPOSITIVE POWER: 252,386
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 285,558
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.3%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 961767 10 0 13G Page 7 of 10 Pages
1. NAMES OF REPORTING PERSONS:
Mary Ann Jacobs
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 31,117
6. SHARED VOTING POWER 244,008
7. SOLE DISPOSITIVE POWER: 31,117
8. SHARED DISPOSITIVE POWER: 252,386
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 283,503
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.2%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 961767 10 0 13G Page 8 of 10 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Westwood Homestead Financial Corporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
3002 Harrison Avenue
Cincinnati, Ohio 45211-5789
ITEM 2(a) NAME OF PERSON(S) FILING.
Westwood Homestead Financial Corporation Employee
Stock Ownership Plan ("ESOP"), and the following individuals who
serve as trustees of the trust established under the ESOP: John
B. Bennet, Sr., Robert H. Bockhorst, Carl H. Heimerdinger, Roger
M. Higley and Mary Ann Jacobs.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the
cover page provided for each reporting person.
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] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
If this statement is filed pursuant to Rule 13d-1 (c), check
this box. [x]
Items (a), (b), (c), (d), (e), (g), (h), (i) and (j) are not
applicable. This Schedule 13G is being filed on behalf of the
ESOP identified in Item 2(a), filing under the Item 3(f)
classification, and by each trustee of the trust established
pursuant to the ESOP, filing pursuant to Rule 13d-1(c) and
applicable SEC no-action letters.
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Page 9 of 10 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the
second part of the cover page provided for each
reporting person.
(b) Percent of Class: See Row 11 of the second part
of the cover page provided for each reporting
person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
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 13.7 of the ESOP, the ESOP committee
has the power to direct the receipt of dividends on shares held
in the ESOP 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.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below, each signatory in the capacity of an
ESOP trustee certifies that, to the best of his knowledge and
belief, the securities referred to above were acquired and are
held 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.
By signing below, each signatory in his individual
capacity certifies that, to the best of his knowledge and belief,
the securities referred to above 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.<PAGE>
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Page 10 of 10 Pages
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.
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ John B. Bennet January 27, 1999
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John B. Bennet, Sr., as Trustee Date
/s/ Robert H. Bockhorst January 27, 1999
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Robert H. Bockhorst, as Trustee Date
/s/ Carl H. Heimerdinger January 27, 1999
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Carl H. Heimerdinger, as Trustee Date
/s/ Roger M Higley January 27, 1999
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Roger M. Higley, as Trustee Date
/s/ Mary Ann Jacobs January 27, 1999
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Mary Ann Jacobs, as Trustee Date
/s/ John B. Bennet January 27, 1999
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John B. Bennet, Sr., as an Individual Date
Stockholder
/s/ Robert H. Bockhorst January 27, 1999
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Robert H. Bockhorst, as an Individual Date
Stockholder
/s/ Carl H. Heimerdinger January 27, 1999
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Carl H. Heimerdinger, as an Individual Date
Stockholder
/s/ Roger M Higley January 27, 1999
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Roger M. Higley, as an Individual Date
Stockholder
/s/ Mary Ann Jacobs January 27, 1999
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Mary Ann Jacobs, as an Individual Date
Stockholder
