SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)
EMPIRE FEDERAL BANCORP, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
291657 10 4
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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:
Empire Federal Savings Bank Employee Stock Ownership Plan and Trust
("ESOP")
S.S. or I.R.S. Identification No. of above person:
81-0132080
2. Check the appropriate box if a member of a group*
(a)
(b)
3. SEC USE ONLY
4. Citizenship or Place of Organization:
State of Montana
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: 207,368
6. Shared Voting Power: --
7. Sole Dispositive Power: 207,368
8. Shared Dispositive Power: --
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
207,368
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.
Empire Federal Bancorp, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
123 S. Main Street
Livingston, Montana 59047-1099
Item 2(a). Name of Person Filing.
Empire Federal Savings Bank 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 8.4 of the ESOP, Empire Federal Savings Bank 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.
EMPIRE FEDERAL SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ Beverly D. Harris
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Empire Federal Savings Bank,
as Plan Administrator
Beverly D. Harris
President
Date: January 14, 1998
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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 Trustees share voting and
dispositive power with Empire Federal Savings Bank. By the terms of the ESOP,
the Trustees vote stock allocated to participant accounts as directed by
participants. As of the date of this filing, no shares have been allocated to
participants. Prior to the initial allocation, all shares will be voted by
the Trustees in their discretion (subject to their fiduciary responsibilities
under the Employee Retirement Income Security Act of 1974, as amended).
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 Trustees
in the same proportion as shares for which directions are received, subject to
their fiduciary responsibilities. Investment direction is exercised by the
Trustees, subject to their fiduciary responsibilities.
The Trustees and their beneficial ownership of shares of common stock of
the issuer, exclusive of responsibilities as a Trustee, are as follows (such
ownership being disregarded in reporting the ESOP's ownership within this
Schedule 13G):
Direct Beneficial Beneficial Ownership
Name Ownership As Plan Participant
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Beverly D. Harris 22,506 0
Ernest A. Sandberg 12,500 0
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