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) (c), AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(b).
Amendment No. 2
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)
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)
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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).
CUSIP No.306763-10-3 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 (entities only).
Falmouth Co-operative Bank
Employee Stock Ownership Plan and Trust
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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 Delaware corporation.
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5 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 56,736
REPORTING ------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH:
0
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8 SHARED DISPOSITIVE POWER
85,002
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,002
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.04% of 1,057,138 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 INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a)
Name of Issuer: Falmouth Bancorp, Inc.
Item 1(b)
Address of Issuer's Principal
Executive Offices: 20 Davis Straits
Falmouth, Massachusetts 02540
Item 2(a)
Name of Person Filing: Falmouth Co-operative Bank
Employee Stock Ownership Plan and Trust
Trustees:
Item 2(b)
Address of Principal Business Office
or, if none, Residence: 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: (f) [x] An employee benefit plan or
endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
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 85,002
(b) Percent of Class 8.04%
(c) Number of shares as to which
the person has:
(i) sole power to vote or
to direct the vote 0
(ii) shared power to vote
or to direct the vote 56,736
(iii) sole power to dispose
or to direct the
disposition of 0
(iv) shared power to dispose
or to direct the
disposition of 85,002
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, 1999. As of
December 31, 1999, 28,266 of such shares of Common Stock had been allocated
to individual accounts established for participating employees and their
beneficiaries, and 56,736 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.
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: 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, as amended.
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 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.
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
Falmouth Co-operative Bank Employee Stock Ownership Plan And Trust
By: /s/ Gardner L. Lewis
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Gardner L. Lewis - Trustee
By: /s/ William E. Newton
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William E. Newton - Trustee
By: /s/ John J. Lynch, Jr.
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John J. Lynch, Jr. - Trustee
