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 (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. 2)*
Landmark Financial Corporation
(Name of Issuer)
Common Stock, $.10 par value per share
(Title of Class of Securities)
514914-10-0
(CUSIP Number)
December 31, 1998
(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)
[ ] Rule 13d-(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 5 Pages
<PAGE>
CUSIP NO 514914 10 0 Page 2 of 5 pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Landmark Community Bank
Employee Stock OwnershipTrust
IRS ID No. 14 0578631
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 11,150
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,010
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 12,160
PERSON WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,160
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8% of 152,000 shares of Common Stock outstanding as of December 31,
1998.
12 TYPE IN REPORTING PERSON*
EP
<PAGE>
CUSIP NO 514914 10 0 Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Landmark Financial Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
211 Erie Boulevard
Canajoharie, New York 13317-1117
Item 2(a). Name of Person Filing:
Landmark Community Bank
Employee Stock OwnershipTrust
Trustee: Carl J. Rockefeller
John R. Francisco
Gordon E. Coleman
Carl Salmon
Item 2(b). Address of Principal Business Office:
211 Erie Boulevard
Canajoharie, New York 13317-1117
Item 2(c). Citizenship or Place of Organization:
New York
Item 2(d). Title of Class of Securities:
Common Stock, par value $.10 per share
Item 2(e). CUSIP Number:
514914 10 0
Item 3. If this Statement is Filed Pursuant To Rule 13d-1(b), or 13d-2(b)
or (c), check whether the Filing Person is a:
(f) [X] This person is an Employee Benefit Plan, Pension Fund
which is subject to the provisions of the Employee Retirement
Income Security Act of 1974; see 13d-1(b)(1)(ii)(F).
Item 4. Ownership:
As of December 31, 1998, the reporting person beneficially
owned 12,160 shares of the Issuer. This number of shares
represents 8% of the common stock, par value $.10 per share,
of the Issuer, based upon 152,000 shares of such common stock
outstanding as of December 31, 1998. As of December 31, 1998, the
reporting person has sole power to vote or to direct the vote of
11,150 shares and shared power to vote or to direct the vote of
1,010 shares. The reporting person has sole power to dispose or
to direct the disposition of 12,160 shares of common stock.
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:
Not applicable
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 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 purposes or effect.
<PAGE>
CUSIP NO 514914 10 0 Page 5 of 5 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.
LANDMARK COMMUNITY BANK
EMPLOYEE STOCK OWNERSHIP PLAN
February 2, 1999
/s/Gordon E. Coleman
_____________________
Trustee
