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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 2) *
Cumberland Mountain Bancshares, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
230755 10 0
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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 this Schedule is filed:
[x] Rule 13d-1(b)
[x] 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 1 of 8 pages
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CUSIP No. 230755 10 0 13G Page 2 of 8 Pages
1. NAMES OF REPORTING PERSONS:
Cumberland Mountain Bancshares, Inc.
Employee Stock Ownership Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ x ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Tennessee
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 87,856
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 87,856
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 87,856
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.86%
12. TYPE OF REPORTING PERSON*: EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 230755 10 0 13G Page 3 of 8 Pages
1. NAMES OF REPORTING PERSONS:
J. Roy Shoffner
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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 of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 12,429
6. SHARED VOTING POWER 71,701
7. SOLE DISPOSITIVE POWER: 12,429
8. SHARED DISPOSITIVE POWER: 71,701
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 84,130
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9* 12.32%
12. TYPE OF REPORTING PERSON* IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 230755 10 0 13G Page 4 of 8 Pages
1. NAMES OF REPORTING PERSONS:
James J. Shoffner
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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 of America
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 64,981
6. SHARED VOTING POWER 71,701
7. SOLE DISPOSITIVE POWER: 64,981
8. SHARED DISPOSITIVE POWER: 71,701
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 138,831
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9*: 20.33%
12. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 5 of 8 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Cumberland Mountain Bancshares, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
1431 Cumberland Avenue
Middlesboro, Kentucky 40965
ITEM 2(a) NAME OF PERSON(S) FILING.
Cumberland Mountain Bancshares, Inc. Employee Stock
Ownership Plan ("ESOP"), and J. Roy Shoffner and James J.
Shoffner (who serve as trustees of the trust established under
the ESOP).
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
Item 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the
cover page provided for the reporting person.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-
1(b), or 13d-2(b) or (c), CHECK WHETHER THE PERSON
FILING IS A:
(f) [x] An Employee Benefit Plan or Endowment Fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
If this statement is filed pursuant to Rule 13d-1 (c),
check this box. [x]
Items (a), (b), (c), (d), (e), (g), (h), (i) and (j) are
not applicable. This Schedule 13G is being filed on behalf of
the ESOP identified in Item 2(a), filing under the Item 3(f)
classification, and by each trustee of the trust established
pursuant to the ESOP, filing pursuant to Rule 13d-1(c) and
applicable SEC no-action letters. Exhibit A discloses the
relationship between all persons who are parties to this filing.
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Page 6 of 8 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second
part of the cover page provided for each reporting
person.
(b) Percent of Class: See Row 11 of the second part of
the cover page provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
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.
Cumberland Mountain Bancshares, Inc., in its capacity
as the ESOP Committee, has the power determine whether dividends
on allocated shares that are paid to the ESOP trust are
distributed to participants or are used to repay the ESOP loan.
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.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
By signing below, each signatory in the capacity of an
ESOP trustee certifies that, to the best of his 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.
By signing below, each signatory in his individual
capacity certifies that, to the best of his knowledge and
belief, the securities referred to above 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.
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Page 7 of 8 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.
CUMBERLAND MOUNTAIN BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
/s/ J. Roy Shoffner March 8, 2000
__________________________________ _________________
J. Roy Shoffner, as Trustee Date
/s/ James J. Shoffner March 8, 2000
__________________________________ _________________
James J. Shoffner, as Trustee Date
/s/ J. Roy Shoffner March 8, 2000
_________________________________________ _________________
J. Roy Shoffner, as an Individual Date
Stockholder
/s/ James J. Shoffner March 8, 2000
_________________________________________ _________________
James J. Shoffner, as an Individual Date
Stockholder
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Page 8 of 8 Pages
Exhibit A
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The trustees of the ESOP hold shares of common stock of
the issuer in trust for the benefit of employees participating
in the ESOP. Pursuant to Section 13.6 of the ESOP, (i) the
trustees vote common stock allocated to participant accounts in
accordance with instructions by participants, (ii) shares of
common stock of the issuer which have not been allocated and
allocated stock for which no voting direction has been received
shall be voted by the trustee in the same proportion as
participants direct the voting of allocated shares, and (iii) if
no voting direction has been received as to allocated shares,
the issuer may direct the trustees as to the voting of all
unallocated shares, and if the issuer gives no direction, the
trustees shall vote such shares in their sole discretion.
Pursuant to Section 13.3 of the ESOP, the trustees exercise
investment direction as directed by the ESOP committee.
Overall, the trustees must exercise voting and dispositive power
with respect to the assets held by the ESOP, including common
stock of the issuer, in accordance with the fiduciary
responsibility requirements imposed by Section 404 of the
Employee Retirement Income Security Act of 1974, as amended.
