HOMESTEAD BANCORP INC
SC 13G/A, 2000-02-04
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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-1(b), (c) AND (d) AND AMENDMENTS
                     THERETO FILED PURSUANT TO RULE 13d-2(b)
                                (AMENDMENT NO. 1)




                             HOMESTEAD BANCORP, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)



                     Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                   437698 10 3
- --------------------------------------------------------------------------------
                                 (CUSIP Number)



                                December 31, 1999
- --------------------------------------------------------------------------------
             (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)



                                Page 1 of 5 Pages

<PAGE>
CUSIP NO. 437698 10 3                                          Page 2 of 5 Pages
- ---------------------                                          -----------------


1.        NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Homestead Bancorp, Inc. Employee Stock Ownership Plan   72-1416514
- --------------------------------------------------------------------------------
2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a)[ ]
                                                                          (b)[ ]
- --------------------------------------------------------------------------------
3.        SEC USE ONLY
- --------------------------------------------------------------------------------
4.        CITIZENSHIP OR PLACE OF ORGANIZATION

          Louisiana
- --------------------------------------------------------------------------------
5.        NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
          VOTING POWER

          76,129
- --------------------------------------------------------------------------------
6.        NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH  REPORTING  PERSON  WITH
          SHARED VOTING POWER

           13,434
- --------------------------------------------------------------------------------
7.        NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
          DISPOSITIVE POWER

          76,129
- --------------------------------------------------------------------------------
8.        NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH  REPORTING  PERSON  WITH
          SHARED DISPOSITIVE POWER

          13,434
- --------------------------------------------------------------------------------
9.        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          89,563
- --------------------------------------------------------------------------------
10.       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
          [ ]
- --------------------------------------------------------------------------------
11.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          7.9%
- --------------------------------------------------------------------------------
12.       TYPE OF REPORTING PERSON

          EP
- --------------------------------------------------------------------------------

<PAGE>
CUSIP NO. 437698 10 3                                          Page 3 of 5 Pages
- ---------------------                                          -----------------


Item 1(a)         Name of Issuer:

                  Homestead Bancorp, Inc.

Item 1(b)         Address of Issuer's Principal Executive Offices:

                  195 North Sixth Street
                  Ponchatoula, Louisiana 70454

Item 2(a)         Name of Person Filing:

                  Homestead Bancorp, Inc. Employee Ownership Plan

Item 2(b)         Address of Principal Business Office or, if None, Residence:

                  Homestead Bancorp, Inc.
                  195 North Sixth Street
                  Ponchatoula, Louisiana 70454

Item 2(c)         Citizenship:

                  Louisiana

Item 2(d)         Title of Class of Securities:

                  Common Stock, par value $.01 per share

Item 2(e)         CUSIP Number:

                  437698 10 3

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. [ ]

Item 4.           Ownership.

                  (a)  Amount beneficially owned:

                  89,563
<PAGE>
CUSIP NO. 437698 10 3                                          Page 4 of 5 Pages
- ---------------------                                          -----------------


                  (b)     Percent of class: 7.9%

                  (c)     Number of shares as to which such person has:

                  (i)     Sole power to vote or to direct the vote        76,129
                                                                     -----------
                  (ii)    Shared power to vote or to direct the vote      13,434
                                                                     -----------
                  (iii)   Sole power to dispose or to direct the
                          disposition of                                  76,129
                                                                     -----------
                  (iv)    Shared power to dispose or to direct the
                          disposition of                                  13,434
                                                                     -----------

                  The Homestead  Bancorp,  Inc.  Employee  Stock  Ownership Plan
                  Trust  ("Trust")  was  established  pursuant to the  Homestead
                  Bancorp,  Inc.  Employee Stock Ownership Plan ("ESOP").  Under
                  the terms of the ESOP,  the Trustees will  generally  vote the
                  allocated  shares  held in the  ESOP in  accordance  with  the
                  instructions of the participating employees and will generally
                  vote  unallocated   shares  held  in  the  ESOP  in  the  same
                  proportion for and against  proposals to  stockholders  as the
                  ESOP  participants and  beneficiaries  actually vote shares of
                  Common Stock allocated to their individual  accounts,  subject
                  in each case to the fiduciary  duties of the ESOP Trustees and
                  applicable  law. Any allocated  shares which either abstain on
                  the proposal or are not voted will generally be disregarded in
                  determining the percentage of stock voted for and against each
                  proposal by the participants and beneficiaries. As of December
                  31,  1999,  13,434  shares have been or were  committed  to be
                  allocated to  participants'  accounts  and 76,129  shares were
                  unallocated.

Item 5.           Ownership of Five Percent or Less of a Class.

                  Not applicable since the reporting entity owns more than 5% of
                  the class.

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person.

                  Participants in the ESOP are entitled to receive dividends on,
                  and the  proceeds  from,  the sale of the shares  allocated to
                  their  accounts.  The ESOP does not own more than 5% on behalf
                  of another person.

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 since the reporting entity is not a member of a
                  group.

Item 9.           Notice of Dissolution of Group.

                  Not applicable since the reporting entity is not a member of a
                  group.
<PAGE>
CUSIP NO. 437698 10 3                                          Page 5 of 5 Pages
- ---------------------                                          -----------------

Item 10.          Certifications.

                  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.

                                           HOMESTEAD BANCORP, INC.
                                             EMPLOYEE STOCK OWNERSHIP PLAN TRUST


                                             /s/ Lawrence C. Caldwell, Jr.
January 28, 2000                    By:      -----------------------------------
                                             Lawrence C. Caldwell, Jr.,  Trustee


                                               /s/ Dennis E. James
January 28, 2000                    By:      -----------------------------------
                                             Dennis E. James, Trustee


                                              /s/ Kelly Morse
January 28, 2000                    By:      -----------------------------------
                                             Kelly Morse, Trustee




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