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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. __) *
1ST STATE BANCORP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
33645S 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 amend-
ment 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. 33645S 10 0 13G PAGE 2 of 8 PAGES
1 NAME OF REPORTING PERSONS:
1st State Bancorp, Inc. Employee Stock Ownership Plan Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
56-2155141
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 North Carolina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER 0
6 SHARED VOTING POWER 253,050
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 253,050
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 253,050
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.0%
12 TYPE OF REPORTING PERSON*
EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 33645S 10 0 13G PAGE 3 of 8 PAGES
1 NAME OF REPORTING PERSONS: Richard H. Shirley
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 29,294
6 SHARED VOTING POWER 388,414
7 SOLE DISPOSITIVE POWER 29,294
8 SHARED DISPOSITIVE POWER 388,414
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 417,708
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.21%
12 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 33645S 10 0 13G PAGE 4 of 8 PAGES
1 NAME OF REPORTING PERSONS: James G. McClure
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 10,566
6 SHARED VOTING POWER 422,423
7 SOLE DISPOSITIVE POWER 10,566
8 SHARED DISPOSITIVE POWER 422,423
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 432,989
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.69%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 33645S 10 0 13G PAGE 5 OF 8 PAGES
1 NAME OF REPORTING PERSONS: Virgil L. Stadler
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 45,855
6 SHARED VOTING POWER 396,174
7 SOLE DISPOSITIVE POWER 45,855
8 SHARED DISPOSITIVE POWER 396,174
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 442,029
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.97%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 6 OF 8 PAGES
ITEM 1(a). NAME OF ISSUER:
1st State Bancorp, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
445 S. Main Street
Burlington, North Carolina 27215
ITEM 2(a). NAME OF PERSON(S) FILING:
1st State Bancorp, Inc. Employee Stock Ownership Plan
("ESOP"), and the following individuals who serve as its
trustees: Richard H. Shirley, James G. McClure and Virgil L.
Stadler.
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 each 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 if 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.
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PAGE 7 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.
The ESOP Committee has the power to 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 8 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.
1ST STATE BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
By: /s/ Richard H. Shirley February 11, 2000
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Richard H. Shirley, as Trustee Date
By: /s/ James G. McClure February 11, 2000
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James G. McClure, as Trustee Date
By: /s/ Virgil L. Stadler February 11, 2000
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Virgil L. Stadler, as Trustee Date
/s/ Richard H. Shirley February 11, 2000
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Richard H. Shirley, as an Individual
Stockholder
/s/ James G. McClure February 11, 2000
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James G. McClure, as an Individual
Stockholder
/s/ Virgil L. Stadler February 11, 2000
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Virgil L. Stadler, as an Individual
Stockholder
