UNITED STATES
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)
Mystic Financial, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
628643-10-8
(CUSIP Number)
January 8, 1998
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)
___________________
* 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
CUSIP No.628643-10-8 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only).
Mystic Financial, Inc.
Employee Stock Ownership Plan and Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Employee benefit plan of Delaware corporation.
NUMBER OF
SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER 189,779
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 0
PERSON
WITH: 8 SHARED DISPOSITIVE POWER 216,890
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,890
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.43% of 2,573,555 shares of Common Stock outstanding as of December
31, 1998 December 31, 1998.
12 TYPE OF REPORTING PERSON*
EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a)
Name of Issuer: Mystic Financial, Inc.
Item 1(b)
Address of Issuer's Principal Executive Offices: 60 High Street
Medford, Massachusetts
02155
Item 2(a)
Name of Person Filing: Mystic Financial, Inc. Employee Stock
Ownership Plan and Trust
Trustee: Marine Midland Bank
140 Broadway
New York, NY 10005
Item 2(b)
Address of Principal Business Office
or, if none, Residence: 60 High Street
Medford, Massachusetts 02155
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: 628643-10-8
Item 3
The person filing is:
(f) [x] An employee benefit plan or endowment fund in accordance with
[Section Sign] 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, 1998. 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. 216,890
(b) Percent of Class 8.43%
(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 189,779
(iii) sole power to dispose or to
direct the disposition of 0
(iv) shared power to dispose or to
direct the disposition of 216,890
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 a trustee ("Plan Trustee"). 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 Trustee, as of December 31, 1998. 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 Trustee, has shared voting power over unallocated
Common Stock. Any unallocated Common Stock is generally required to be
voted by the Plan Trustee in the same proportion as Common Stock which has
been allocated to Participants is directed to be voted. The reporting
person, through the Plan Trustee has shared dispositive power over all
unallocated Common Stock held by the reporting person. The reporting
person, acting through the Plan Trustee 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 Trustee 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 Trustee
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. As of
December 31, 1998, 27,111 of such shares of Common Stock had been allocated
accounts of participants, and 189,779 of such shares were held, unallocated,
for allocation in future years.
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 o.
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 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 16, 1999
Medford Co-operative Bank Employee Stock Ownership Plan And Trust
By: Marine Midland Bank, as Trustee
By: /s/ Reymar S. Torres
-----------------------------
Name: Reymar S. Torres
Title: Vice President
By: Mystical Financial Inc. Compensation Committee
By: /s/ John A. Hackett
-----------------------------
John A. Hackett - Member
By: /s/ John J. McGlynn
-----------------------------
John J. McGlynn - Member
By: /s/ Lorraine P. Silva
-----------------------------
Lorraine P. Silva - Member
