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.___)*
Carnegie Financial Corporation
-------------------------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------------------
(Title of Class of Securities)
143495 10 9
-------------------------------------------------------
(CUSIP Number)
July 26, 1998
-------------------------------------------------------
(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-(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. 143495 10 9 Schedule 13G
----------- ------------
1. Name of Reporting Person
S.S. or I.R.S. Identification Number of above person:
Carnegie 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: 19,044
---------
7. Sole Dispositive Power: 0
---------
8. Shared Dispositive Power: 19,044
---------
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
19,044
----------
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: Carnegie Financial Corporation
--------------
Item 1(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
17 West Mall Plaza
Carnegie, Pennsylvania 15106
Item 2(a) Name of Person Filing:
---------------------
Carnegie 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: 143495 10 9
------------ -----------
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: 19,044
------------------------- ---------
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 19,044
---------
(iii) sole power to dispose or to direct the
disposition of 0
---------
(iv) shared power to dispose or to direct the
disposition of 19,044
---------
Item 5 Ownership of Five Percent or Less of Class:
------------------------------------------
Not Applicable
<PAGE>
Page 4 of 4 Pages
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
a member of the ESOP Committee, I certify that the information set forth in this
statement is true, complete and correct.
/s/ Morry Miller 01/22/99
- ------------------------------------------- ---------------
Morry Miller, as ESOP Committee member Date
/s/ JoAnn V. Narduzzi 01/21/99
- ------------------------------------------- ---------------
JoAnn V. Narduzzi, as ESOP Committee member Date
/s/ Charles Rupprecht 01/21/99
- ------------------------------------------- ---------------
Charles Rupprecht, as ESOP Committee member Date
<PAGE>
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, in
my capacity as an ESOP Trustee, I certify that the information set forth in this
statement is true, complete and correct.
/s/ Morry Miller 01/22/99
- ------------------------------------------- ---------------
Morry Miller, as ESOP Trustee Date
/s/ JoAnn V. Narduzzi 01/21/99
- ------------------------------------------- ---------------
JoAnn V. Narduzzi, as ESOP Trustee Date
/s/ Charles Rupprecht 01/21/99
- ------------------------------------------- ---------------
Charles Rupprecht, as ESOP Trustee 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
- --------------------------------------------------------------------------------
Morry Miller 5,000 0
JoAnn V. Narduzzi 4,000 0
Charles Rupprecht 2,000 0
- ----------
(1) Beneficial ownership as of January 22, 1999. 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.
