UNITED STATES
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)
Big Foot Financial Corp.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
089165-10-4
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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 the 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).
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CUSIP No.089165-10-4 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Big Foot Financial Corp.
Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Employee benefit plan of Illinois corporation.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 150,765
REPORTING -------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
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8 SHARED DISPOSITIVE POWER
200,367
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,367
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4% of 2,132,369 shares of Common Stock outstanding as of
December 31, 1999.
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No.089165-10-4 13G Page 2B of 6 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ESOP Committee for Big Foot Financial Corp.
Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Administrative Committee for Employee benefit
plan of Illinois corporation.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
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8 SHARED DISPOSITIVE POWER
200,367
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,367
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4% of 2,132,369 shares of Common Stock outstanding as of
December 31, 1999.
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12 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 pages
ITEM 1(A)
NAME OF ISSUER: Big Foot Financial Corp.
ITEM 1(B)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 1190 RFD
Long Grove, Illinois 60047-7304
ITEM 2(A)
NAME OF PERSON FILING: Big Foot Financial Corp.
Employee Stock Ownership Plan and Trust
Trustee: First Bankers Trust Company, N.A.
ITEM 2(B)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: 1190 RFD
Long Grove, Illinois 60047-7304
ITEM 2(C)
CITIZENSHIP: Employee benefit plan of Illinois corporation.
ITEM 2(D)
TITLE OF CLASS OF SECURITIES: Common stock, par value $0.01 per share ("Common
Stock").
ITEM 2(E)
CUSIP NUMBER: 089165-10-4
ITEM 3
The person filing is an:
(f) [X] Employee benefit plan which is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
ITEM 4
OWNERSHIP:
The following information with respect to the Plan's ownership of Common
Stock is provided as of December 31, 1999. None of the shares set forth below
constitute shares the beneficial ownership of which the Plan had the right to
acquire within 60 days following such date.
(A) AMOUNT BENEFICIALLY OWNED ......... 200,367
(B) PERCENT OF CLASS .................. 9.4%
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Page 4 of 6 pages
(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 ............. 150,765
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF ....... 0
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF ....... 200,367
The reporting person is an employee stock ownership plan under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") with individual
accounts for the accrued benefits of participating employees and their
beneficiaries. The reporting person is administered by an ESOP Committee ("ESOP
Committee") and its assets are held in trust by a trustee ("Plan Trustee"). The
number of shares listed as beneficially owned represents the entire number of
shares of Common Stock held by First Bankers Trust Company, N.A. as Plan
Trustee, as of December 31, 1999. As of December 31, 1999, 49,602 of the shares
of Common Stock had been allocated to individual accounts established for
participating employees and their beneficiaries, and 150,765 of such shares were
held, unallocated, for allocation in future years. In general, participating
employees and their beneficiaries have the power and authority to direct the
voting of shares of Common Stock allocated to their individual accounts. Such
allocated shares are, therefore, not included as shares over which the reporting
person has sole or shared voting power. The reporting person, through the Plan
Trustee has shared voting power over unallocated Common Stock. Any unallocated
Common Stock is generally required to be voted by the Plan Trustee in the same
proportion as Common Stock which has been allocated to Participants is directed
to be voted. The reporting person, through the Plan Trustee (who are instructed
by the ESOP Committee), has shared dispositive power over all unallocated Common
Stock held by the reporting person. The reporting person, acting through the
Plan Trustee (who are instructed by the ESOP Committee), shares dispositive
power over allocated Common Stock with participating employees and their
beneficiaries, who have the right to determine whether Common Stock allocated to
their respective accounts will be tendered in response to a tender offer but
otherwise have no dispositive power. Any unallocated Common Stock is generally
required to be tendered by the Plan Trustee in the same proportion as Common
Stock which has been allocated to Participants is directed to be tendered. In
limited circumstances, ERISA may confer upon the Plan Trustee the power and duty
to control the voting and tendering of Common Stock allocated to the accounts of
participating employees and beneficiaries who fail to exercise their voting
and/or tender rights. The reporting person disclaims voting power with respect
to such allocated Common Stock.
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable.
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Page 5 of 6 pages
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Dividends declared on Common Stock held by the Plan which have been
allocated to the account of a Participant are allocated to the account of such
Participant. Such dividends may be held and invested in the same manner as funds
generally held or invested by the Plan which are not invested in Common Stock or
distributed to Participants in accordance with and at such time as provided in
the Plan Document. Participants may receive, or direct the receipt of, proceeds
of the sale of Common Stock held by the Plan and allocated to their accounts to
the extent they have become vested in such Common Stock and at such times as
provided in the Plan Document. No Participant has the right to receive or the
power to direct the receipt of dividends on, or the proceeds of the sale of,
more than 5% of the Common Stock issued and outstanding as of the date hereof.
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:
The reporting person is an employee benefit plan subject to the provisions
of the Employee Retirement Income Security Act of 1974.
ITEM 9
NOTICE OF DISSOLUTION OF GROUP: Not applicable.
ITEM 10
CERTIFICATION:
By signing below I certify that, to the best of my 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 such
securities and were not acquired and are not held in connection with or as a
participant in any transaction having such purposes or effect.
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Page 6 of 6 pages
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.
Date: February 14, 2000
BIG FOOT FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN
First Bankers Trust Company, N.A., as Trustee of the Big Foot Financial Corp.
Employee Stock Ownership Plan
By: /s/ Carmen Walsh
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Name/Title: Carmen Walsh - Trust Officer
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ESOP Committee of Big Foot Financial Corp. Employee Stock Ownership Plan
By: /s/ George M. Briody
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Name/Title: George M. Briody, Member
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By: /s/ F. Gregory Opelka
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Name/Title: F. Gregory Opelka, Member
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By: /s/ Timothy L. McCue
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Name/Title: Timothy L. McCue, Member
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