STEELTON BANCORP INC
SC 13G, 2000-01-19
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       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)
                                (Amendment No. )*

                             Steelton Bancorp, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   858272 10 7
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                  July 8, 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)


- --------------
* The  remainder of the 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).

                         (Continued on following pages)
                                Page 1 of 4 pages

<PAGE>
                                                               Page 2 of 4 pages

CUSIP No. 858272 10 7      Schedule 13G
          -----------      ------------

1.       Name of Reporting Person
         S.S. or I.R.S. Identification Number of above person:

                           Mechanics Savings Bank
                           Employee Stock Ownership Plan

2.       Check the appropriate box if a member of a group*

                  (a)   [X]                 (b)   [ ]

3.       SEC Use Only

4.       Citizenship or Place of Organization:  Pennsylvania

Number of Shares Beneficially Owned by Each Reporting Person with:

5.       Sole Voting Power:                         0
                                              -------

6.       Shared Voting Power:                  30,800
                                              -------

7.       Sole Dispositive Power:                    0
                                              -------

8.       Shared Dispositive Power:             30,800
                                              -------

9.       Aggregate Amount Beneficially Owned by Each Reporting Person:    30,800
                                                                          ------

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 INSTRUCTION

<PAGE>
                                                               Page 3 of 4 pages



Item 1(a)         Name of Issuer: Steelton Bancorp, Inc.
                  --------------

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

                           51 South Front Street
                           Steelton, Pennsylvania 17113

Item 2(a)         Name of Person Filing:
                  ---------------------

                           Mechanics Savings Bank
                           Employee Stock Ownership Plan

Item 2(b)         Address of Principal Business Office:  Same as Item 1(b)
                  -------------------------------------  -----------------

Item 2(c)         Citizenship:  Pennsylvania
                  -----------

Item 2(d)         Title of Class of Securities:  Common Stock
                  ----------------------------

Item 2(e)         CUSIP Number:     858272 10 7
                  ------------      -----------

Item 3            Check whether the person filing is a:
                  ------------------------------------

Item 3(f)         X   Employee Benefit Plan, in accordance with Rule 13d-1(b)(1)
                 ---  (ii)(F).

Item 3(j)         X   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
                 ---

Item 3(a)(b)(c)(d)(e)(g)(h)(i) - not applicable.

Item 4(a)         Amount Beneficially Owned:          30,800
                  -------------------------          -------

Item 4(b)         Percent of Class:    8.0  %
                  ----------------     ---

Item 4(c)         Number of shares as to which such person has:
                  (i)       sole power to vote or to direct the vote         0
                                                                      --------
                  (ii)      shared power to vote or to direct the
                            vote                                        30,800
                                                                      --------
                  (iii)     sole power to dispose or to direct the
                            disposition of                                   0
                                                                      --------
                  (iv)      shared power to dispose or to direct the
                            disposition of                              30,800
                                                                      --------

<PAGE>
                                                               Page 4 of 4 pages

Item 5   Ownership of Five Percent or Less of 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.
         ----------------------------------------------------------

          This  Schedule  13G is being  filed on  behalf of the  Employee  Stock
          Ownership Plan ("ESOP")  identified in Item 2(a) by the ESOP Committee
          and the  ESOP  Trustee  both  filing  under  the  Item  3(f)  and 3(j)
          classifications.  Exhibit A  contains a  disclosure  of the voting and
          dispositive  powers over  shares of the issuer held  directly by these
          entities  exclusive  of  those  shares  held  by the  ESOP  as well as
          identification of members of these groups.

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 purpose or effect.

<PAGE>

SIGNATURE:

         After reasonable inquiry and to the best of my knowledge and belief, as
both a member of the ESOP  Committee  and in my capacity as an ESOP  Trustee,  I
certify that the information  set forth in this statement is true,  complete and
correct.



/s/Marino Falcone                                       01/19/00
- -------------------------------------------------       ------------------------
Marino Falcone                                          Date



/s/James F. Stone                                       01/19/00
- -------------------------------------------------       ------------------------
James F. Stone                                          Date



/s/Joseph A. Wiedeman                                   01/19/00
- -------------------------------------------------       ------------------------
Joseph A. Wiedeman                                      Date



/s/Victor J. Segina                                     01/19/00
- -------------------------------------------------       ------------------------
Victor J. Segina                                        Date



/s/Richard E. Farina                                    01/19/00
- -------------------------------------------------       ------------------------
Richard E. Farina                                       Date


<PAGE>

Exhibit A
- ---------

                       Identification of Members of Group
                       ----------------------------------

         Shares of common  stock of the issuer are held in trust for the benefit
of participating  employees by the ESOP Trustees. The ESOP Trustees share voting
and  dispositive  power with the ESOP  Committee.  By the terms of the ESOP, the
ESOP  Trustees  vote stock  allocated  to  participant  accounts  as directed by
participants.  Stock held by the Trust,  but not yet  allocated  is voted by the
ESOP  Trustees  as  directed  by the ESOP  Committee.  Investment  direction  is
exercised  by the ESOP  Trustees  as directed  by the ESOP  Committee.  The ESOP
Committee and the ESOP Trustees share voting and dispositive  power with respect
to  the  unallocated  stock  held  by  the  ESOP  pursuant  to  their  fiduciary
responsibilities  under Section 404 of the Employee  Retirement  Income Security
Act of 1974, as amended.

         Members  of the ESOP  Committee/  ESOP  Trustees  and their  beneficial
ownership of shares of common stock of the issuer exclusive of membership on the
ESOP Committee,  responsibilities  as ESOP Trustees,  and of shares beneficially
owned as a Participant in the ESOP are as follows:


                                 Beneficial                 Beneficial Ownership
         Name                    Ownership (1)              as ESOP Participant
- -------------------------------------------------------------------------------

Marino Falcone                      3,000                              0
James F. Stone                     10,000                              0
Joseph A. Wiedeman                 10,000                              0
Victor J. Segina                   10,000                              0
Richard E. Farina                     500                              0

- ----------------
(1)      Beneficial  ownership as of January 19, 2000. Includes shares of common
         stock of issuer  owned in  conjunction  with family  members.  The ESOP
         Committee  and ESOP  Trustee(s)  disclaim  ownership of these shares in
         conjunction  with the exercise of their fiduciary  duties as members of
         the ESOP Committee and ESOP Trustee.





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