SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
MERCHANTS CAPITAL CORPORATION
(Name of Issuer)
COMMON STOCK Par Value $5.00 per share
(Title of Class of Securities)
553991142
(CUSIP Number)
Not Applicable
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is field:
[X ] Rule 13d-1(b)
[ ] 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 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).
This Amendment to Schedule 13G is for the calendar year ended December 31, 1997.
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CUSIP NO. 24955510 13G
1 NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities only)
Howell N. Gage, Jr. Trustee of Merchants Bank Employee Stock
Ownership Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) | |
(b) | |
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 21,356
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 51,724
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 21,356
PERSON 8 SHARED DISPOSITIVE POWER
WITH 51,724
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,080
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.84%
12 TYPE OF REPORTING PERSON (See instructions) BK and IN
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SCHEDULE 13G
Item 1 (a) Name of Issuer:
Merchants Capital Corporation
Item 1 (b) Address of Issuer's Principal Executive Offices:
820 South Street
Vicksburg, MS 39180
Item 2 (a) Name of Person Filing:
Howell N. Gage, Jr., Trustee
Item 2 (b) Address of Principal Business Office:
820 South Street
Vicksburg, MS 39180
Item 2 (c) Citizenship:
USA
Item 2 (d) Title of Class of Securities:
See Cover Page
Item 2 (e) CUSIP Number:
See Cover Page
Item 3:
If this statement is filed pursuant to Rules 13d-1(b), or 13d- 2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under section 15
of the Act.
(b) [X] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in section
3(a)(19) of the Act.
(d) [ ] Investment Company registered under section 8
of the Investment Company Act.
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(e) [ ] Investment Adviser registered under section
203 of the Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, in accordance with
ss. 240.13d-1(b)(1)(ii)(F).
(g) [ ] Parent Holding Company, in accordance with ss.
240.13d-1(b)(ii)(G)
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813).
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment company Act
of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with @ 240.13d-1(b) (1)
(ii) (J).
If this statement is filed pursuant to @ 240.13d-1(c), check
this box. [ ]
Item 4 Ownership:
(a) Amount Beneficially Owned: Howell N. Gage, Jr., in his
capacity as trustee, may be deemed beneficial owner of 51,724
shares held in the ESOP.
(b) Percent of Class: 9.84%
(c) For information on voting and dispositive power with respect to the
above listed shares, see Items 5-8 of Cover Page.
Item 5 Ownership of Five Percent or Less of a Class:
N/A
Item 6 Ownership of More Than Five Percent on Behalf of Another
Person:
Mr. Gage shares the power to vote 51,724 shares of Issuer Common Stock
with participants in the Bank ESOP. Each participant is entitled to direct the
Trustee of the Bank ESOP (Mr. Gage) as to the manner in which Issuer Common
Stock allocated to his or her employer stock account is to be voted. Any stock
not directed shall be voted in the discretion of the Trustee. The Bank ESOP was
established by the Bank, being organized in the State of Mississippi, with its
principal place of business located at 820 South street, Vicksburg, MS 39180.
The principal business of the
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Bank ESOP is to enable employees to accumulate capital ownership in the Issuer
and help provide for their retirement by sharing in the growth of the Issuer.
Mr. Gage shares the power to dispose 51,724 shares of Issuer
Common Stock with the Bank ESOP Administrative Committee. This
shared dispositive power is derived from shared investment power
over the Bank ESOP assets, between Mr. Gage and the Administrative
Committee. The Administrative Committee is comprised of
individuals all of whom are full time employees of the Bank. Mr.
Armand Guizerix III is Chairman of the Administrative Committee.
The other members are as follows: Mr. John R. Byram, Mr. Howell N.
Gage, Ms. Rita Jones, Mr. James R. Wilkerson, Jr., Ms. Dorothy
Bonelli, Ms. Edna Campbell, and Ms. Sandra Crevitt. The business
address of all of these members is that of the Bank. The
citizenship of all of the Administrative Committee members is the
United States and their present principal occupation is with the
Bank.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported On By the Parent Holding
Company:
N/A
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification:
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 are not held in connection with or as a participant
in any transaction having that purpose or effect.
<PAGE>
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.
Date: March 9, 1998
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Signature: /s/ Howell N. Gage, Jr.
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Name and Title: Howell N. Gage, Jr.
Trustee of Merchants Bank
