SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Tri-County Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
895452100
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.) N/A
* 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 disclosures provided in a prior cover
page.
The information required on 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 page(s))
CUSIP No. 895452100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Friedlander & Co., Inc. 39-1396737
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
5 SOLE VOTING POWER
NUMBER OF
-0-
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
76,200
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.53%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 895452100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theodore Friedlander III ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER OF
9,000
6 SHARED VOTING POWER
SHARES
-0-
BENEFICIALLY
7 SOLE DISPOSITIVE POWER
OWNED BY
See Item 2(a) of attached schedule
EACH
8 SHARED DISPOSITIVE POWER
REPORTING
-0-
PERSON
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.77%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1.
(a) Name of Issuer:
Tri-County Bancorp, Inc.
(b) Address of Issuer's Principal Executive Offices:
2201 Main Street
Torrington, Wyoming 82240
Item 2.
(a) Name of Person Filing:
Friedlander & Co., Inc. ("Friedlander") and Theodore
Friedlander III. Theodore Friedlander III is a controlling person of
Friedlander and as such may be deemed to beneficially own the shares of
Common Stock of Tri-County Bancorp., Inc. beneficially owned by
Friedlander. Mr. Friedlander beneficially owns less than 1% of the shares
held by Friedlander and disclaims beneficial ownership of all other shares
held by Friedlander.
(b) Address of Principal Business Office of each or, if none,
Residence:
322 East Michigan Street
Suite 250
Milwaukee, Wisconsin 53202
(c) Citizenship:
Friedlander is a Wisconsin corporation and Mr. Friedlander is a
citizen of the United States.
(d) Title of Class of Securities:
Tri-County Bancorp, Inc. Common Stock
(e) CUSIP Number:
895452100
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
Friedlander is an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940.
Theodore Friedlander III is filing as a Parent Holding Company,
in accordance with Section 240.13d-1(b)(ii)(G), as interpreted.
Item 4. Ownership.
(a) Amount Beneficially Owned:
Friedlander: 76,200
Theodore Friedlander III: 9,000
(b) Percent of Class:
Friedlander: 6.53%
Theodore Friedlander III: 0.77%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Friedlander: 0
Theodore Friedlander III: 9,000
(ii) shared power to vote or to direct the vote:
Friedlander: 0
Theodore Friedlander III: 0
(iii) sole power to dispose or to direct the
disposition of:
Friedlander: 76,200
Theodore Friedlander III: See Item 2(a) above
(iv) shared power to dispose or to direct the disposition
of:
Friedlander: 0
Theodore Friedlander III: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The securities referred to in this Schedule are held for the
accounts of discretionary clients of Friedlander & Co., Inc., who have the
right to receive dividends from and the proceeds of the sale of such
securities. No such person's rights, however, relate to more than 5% of
the class.
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 of the undersigned certifies that, to the
best of its or his 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
purposes or effect.
Exhibits:
1. Agreement to file Schedule 13G jointly (Exhibit 1 to
Schedule 13G dated February 13, 1997 is incorporated by
reference).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth
in this statement with respect to it is true, complete and correct.
Dated: February 12, 1998
FRIEDLANDER & CO., INC.
By: /s/ Theodore Friedlander III
Theodore Friedlander III
President and Secretary
/s/ Theodore Friedlander III
Theodore Friedlander III
