UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Falmouth Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
306763-10-3
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(CUSIP Number)
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)
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* 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. 306763-10-3 | 13G | Page 2 of 6 Pages |
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
Falmouth Co-operative Bank Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Employee benefit plan of Delaware corporation
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5 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 74,193
EACH
REPORTING ----------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
0
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8 SHARED DISPOSITIVE POWER
87,285
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,285
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0% of 1,454,750 shares of Common Stock outstanding as of
December 31, 1997
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12 TYPE OF REPORTING PERSON*
EP
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* SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 6 pages
Item 1(a)
Name of Issuer: Falmouth Bancorp, Inc.
Item 1(b)
Address of Issuer's Principal Executive Office: 20 Davis Straits
Falmouth, Massachusetts 02540
Item 2(a)
Name of Person Filing: Falmouth Co-operative Bank
Employee Stock Ownership Plan and Trust
Trustee: Gardner L. Lewis, Armand Ortins,
John J. Lynch, Jr.
Item 2(b)
Address of Principal Business Office: 20 Davis Straits
Falmouth, Massachusetts 02540
Item 2(c)
Citizenship: Employee benefit plan of Delaware corporation.
Item 2(d)
Title of Class of Securities: Common stock, par value $0.01 per share
("Common Stock").
Item 2(e)
CUSIP Number: 306763-10-13
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, 1997. 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.
Page 4 of 6 pages
(a) Amount Beneficially Owned. . . . . . . . 87,285
(b) Percent of Class . . . . . . . . . . . . 6.0%
(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 . . . . . . . . . 74,193
(iii) sole power to dispose or to
direct disposition of . . . . . . 0
(iv) shared power to dispose or to
direct disposition of . . . . . . 87,285
The reporting person is an employee stock ownership plan and trust 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 ("ESOP Trust")
by three individual trustees ("Plan Trustees"). The number of shares listed
as beneficially owned represents the entire number of shares of Common Stock
held in the ESOP Trust by the Plan Trustees, as of December 31, 1997. As of
December 31, 1997, 13,092 of such shares of Common Stock had been allocated
to individual accounts established for participating employees and their
beneficiaries, and 74,193 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
Trustees, has shared voting power over unallocated Common Stock. Any
unallocated Common Stock is generally required to be voted by the Plan
Trustees in the same proportion as Common Stock which has been allocated to
Participants is directed to be voted. The reporting person, through the
Plan Trustees has shared dispositive power over all unallocated Common Stock
held by the reporting person. The reporting person, acting through the Plan
Trustees 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 Trustees 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 Trustees 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.
Page 5 of 6 pages
Item 5
Ownership of Five Percent or Less of a Class: Not applicable.
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 for the purpose or with the
effect of 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.
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 17, 1998
FALMOUTH CO-OPERATIVE BANK EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
By: /s/ Armand Ortins
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Armand Ortins - Trustee
By: /s/ Gardner L. Lewis
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Gardner L. Lewis - Trustee
By: /s/ John J. Lynch, Jr.
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John J. Lynch, Jr. - Trustee
