UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Peoples Financial Corporation
(Name of Issuer)
Common shares, without par value
(Title of Class of Securities)
71103A 10 0
(CUSIP Number)
December 28, 1998 and December 31, 1998
(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. 71103A 10 0 13G
-----------
- ----------------------------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peoples Financial Corporation Employee Stock Ownership Plan
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) [X]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- ------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
--------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED
BY EACH --------------------------------------------------
REPORTING PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
84,783
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,784
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- ------------------------------------------------------------------------------
<PAGE>
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CUSIP No. 71103A 10 0 13G
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- ----------------------------------------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United National Bank & Trust Company
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
5 SOLE VOTING POWER
96,029
NUMBER OF --------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH
REPORTING --------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
84,783
- -----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
134,885
- -----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.5%
- -----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BK
- -----------------------------------------------------------------------------
<PAGE>
Item 1(a). Name of Issuer:
Peoples Financial Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
211 Lincoln Way East
Massillon, OH 44646
Item 2(a). Name of Persons Filing:
United National Bank & Trust Company
Peoples Financial Corporation Employee Stock Ownership Plan
Item 2(b). Address of Principal Business Office or, if none, Residence:
United National Bank & Trust Company
P.O. Box 24190
Canton, OH 44701
Peoples Financial Corporation Employee Stock Ownership Plan
United National Bank & Trust Company, Trustee
P.O. Box 24190
Canton, OH 44701
Item 2(c). Citizenship:
United National Bank & Trust Company
Organized under the laws of the United States
Peoples Financial Corporation Employee Stock Ownership Plan:
Organized in Ohio
Item 2(d). Title and Class of Securities:
Common shares, without par value
Item 2(e). CUSIP Number:
71103A 10 0
<PAGE>
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) [x] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act (15 U.S.C.78c).
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E).
(f) [x] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 13(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] A group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
United National Bank & Trust Company
(a) Amount Beneficially Owned:
134,884
(b) Percent of Class:
10.5%
<PAGE>
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
96,029
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the disposition
of:
-0-
(iv) shared power to dispose or to direct the
disposition of:
84,783
Peoples Financial Corporation Employee Stock Ownership Plan
(a) Amount Beneficially Owned:
84,783
(b) Percent of Class:
6.6%
(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:
-0-
(iii) sole power to dispose or to direct the
disposition of:
-0-
(iv) shared power to dispose or to direct the
disposition of:
84,783
There are 84,783 common shares owned by the Peoples Financial
Corporation Employee Stock Ownership Plan (the "Plan"). United
National Bank & Trust Company is the Trustee of the Plan. Under the
terms of the Plan and the Trust Agreement, the Trustee votes all of
the shares allocated to the accounts of participants as directed by
the participants to whose accounts such shares have been allocated.
With respect to unallocated shares or allocated shares with respect to
which no instructions have been received, the Plan provides that the
Trustee shall vote such shares in the Trustee's discretion. As of
December 31, 1998, 38,855 shares had been allocated to Plan
participants.
<PAGE>
Although the Trustee has general authority to sell assets, because the
Plan provides that the Trustee is to invest primarily in shares of the
issuer, the authority to dispose of such shares is limited by the
Plan.
United National Bank & Trust Company is also the Trustee for the
Peoples Financial Corporation Recognition and Retention Plan and Trust
(the "RRP"), which held 50,101 shares at December 31, 1998. Pursuant
to the terms of the RRP, the Trustee has voting but not dispositive
power over the shares held in the RRP.
Item 5. Ownership of Five Percent or Less of a Class:
Inapplicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Inapplicable
Item 8. Identification and Classification of Members of the Group:
United National Bank & Trust Company, a Bank as defined in Section
3(a)(6) of the Act
Peoples Financial Corporation Employee Stock Ownership Plan, an
Employee Benefit Plan
Item 9. Notice of Dissolution of Group:
Inapplicable
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 purposes or effect.
<PAGE>
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.
UNITED NATIONAL BANK & TRUST COMPANY
2-3-99 By /s/ Samuel M. Lincoln
Date Sam Lincoln, VP & TO
its Trust Officer
PEOPLES FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
By United National Bank & Trust Company,
Trustee
2-3-99 By /s/ Samuel M. Lincoln
Date Sam Lincoln, VP & TO
its Trust Officer
<PAGE>
EXHIBIT A
AGREEMENT FOR JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G being filed with the
Securities and Exchange Commission to report their beneficial ownership of more
than 5% of the common shares of Peoples Financial Corporation, an Ohio
corporation, shall be, and is, filed on behalf of each of the undersigned.
UNITED NATIONAL BANK & TRUST
COMPANY
2-3-99 By /s/ Samuel M. Lincoln
Date Sam Lincoln, VP & TO
its Trust Officer
PEOPLES FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
By United National Bank & Trust Company,
Trustee
2-3-99 By /s/ Samuel M. Lincoln
Date Sam Lincoln, VP & TO
its Trust Officer
