SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
Under the Securities Exchange Act of 1934
(Amendment No. ___)
CAVALRY BANCORP, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
149547 10 1
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(CUSIP Number)
January 20, 2000
----------------
(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-1(c)
[ ] Rule 13d-1(d)
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CUSIP No. 149547 10 1
1. Name of Reporting Person:
Cavalry Banking Employee Stock Ownership Plan and Trust ("ESOP)
S.S. or I.R.S. Identification No. of above person:
62-0302550
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2. Check the appropriate box if a member of a group*
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. Citizenship or Place of Organization:
State of Tennessee
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NUMBER OF 5. Sole Voting Power:
SHARES 770,224
BENEFICIALLY ------ -------------------------------------------------
OWNED BY 6. Shared Voting Power:
EACH 153,210
REPORTING ------ -------------------------------------------------
PERSON 7. Sole Dispositive Power:
WITH 770,224
------ -------------------------------------------------
8. Shared Dispositive Power:
153,210
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
923,434
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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:
12.997%
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12. Type of Reporting Person*: EP
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*SEE INSTRUCTION
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ITEM 1(A) NAME OF ISSUER.
Cavalry Bancorp, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
114 West College Street
Murfreesboro, Tennessee 37133
ITEM 2(A) NAME OF PERSON FILING.
Cavalry Banking Employee Stock Ownership Plan and Trust.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
114 West College Street
Murfreesboro, Tennessee 37133
ITEM 2(C) CITIZENSHIP.
State of Tennessee
ITEM 2(D) TITLE OF CLASS OF SECURITIES.
Common Stock, no par value per share.
ITEM 2(E) CUSIP NUMBER.
149547 10 1
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).
ITEM 4 OWNERSHIP.
(a) Amount Beneficially Owned: 923,434
(b) Percent of Class: 12.997%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
770,224
(ii) Shared power to vote or to direct the vote
153,210
(iii) Sole power to dispose or to direct the disposition of
770,224
(iv) Shares power to dispose or to direct the disposition of
153,210
The reporting person is an employee stock ownership plan under the Employee
Retirement Income Security Act of 1974, as amended.
This Schedule 13G is being filed on behalf of the ESOP identified in Item
2(a), which is filing under the Item 3(f) classification. Exhibit A contains a
disclosure of the voting and dispositive powers over shares of the issuer held
directly by trustees of this plan. Each trustee of the trust established
pursuant to the ESOP, although filing under the Item 3(h) classification because
of their relationship to the ESOP, disclaims that he is acting in concert with,
or as a member of a group consisting of, the other trustees of said plan.
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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.
Pursuant to Section 8.4 of the ESOP plan document, Cavalry Banking has the
power to direct the persons who receive dividends on shares held in the plan
trust.
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.
This Schedule 13G is being filed on behalf of the ESOP identified in Item
2(a), which is filing under the Item 3(f) classification. Exhibit A contains a
disclosure of the voting and dispositive powers over shares of the issuer held
directly by trustees of this plan. Each trustee of the trust established
pursuant to the ESOP, although filing under the Item 3(h) classification because
of their relationship to the ESOP, disclaims that he is acting in concert with,
or as a member of a group consisting of, the other trustees of said plan.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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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 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.
CAVALRY BANKING EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
By: /s/ William S. Jones
--------------------------
William S. Jones
Executive Vice President
Cavalry Banking as Plan Administrator
Date: August 18, 2000
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Exhibit A
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Identification of Members of Group
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Shares of common stock of the issuer are held in trust for the benefit of
participating employees by the ESOP Trustees. The Trustees share voting and
dispositive power with Cavalry Banking. By the terms of the ESOP, the Trustees
vote stock allocated to participant accounts as directed by participants.
Unallocated shares will be voted by the Trustees in their discretion (subject to
their fiduciary responsibilities under the Employee Retirement Income Security
Act of 1974, as amended). Common stock held by the Trust, but not yet allocated
or as to which participants have not made timely voting directions, is voted by
the Trustees in the same proportion as shares for which directions are received,
subject to their fiduciary responsibilities. Investment direction is exercised
by the Trustees, subject to their fiduciary responsibilities.
The Trustees and their beneficial ownership of shares of common stock of
the issuer, exclusive of responsibilities as a Trustee, are as follows (such
ownership being disregarded in reporting the ESOP's ownership within this
Schedule 13G):
Direct Beneficial Beneficial Ownership
Name Ownership As ESOP Participant (1)
------------------ ---------------- --------------------------
Gary Brown 51,679 None
Ed C. Loughry Jr. 56,989 5,166.7301
Ronald F. Knight 50,682 5,166.7300
William S. Jones 46,918 4,198.2852
(1) Mr. Brown does not participate in the ESOP.
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