BT FINANCIAL CORP
SC 13G/A, 2000-02-14
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                              (AMENDMENT NO. TWO)*

                            BT Financial Corporation
 -------------------------------------------------------------------------------
                                (Name of Issuer)


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


                                    055763106
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 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 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).


<PAGE>

 CUSIP No.  055763106

 ----------------------------------------------------------------------------
 1.    Names of Reporting Persons.
       I.R.S. Identification Nos. of above persons (entities only)
       Laurel Trust Company
 ----------------------------------------------------------------------------
 2.    Check the Appropriate Box if a Member of a Group*
                                                                [a]   [  ]

                                                                [b]   [  ]
 ----------------------------------------------------------------------------
 3.    SEC Use Only

 ----------------------------------------------------------------------------
 4.    Citizenship or Place of Organization
       Pennsylvania
 ----------------------------------------------------------------------------
               5.  Sole Voting Power                          720,915
  Number of    ------------------------------------------------------
   Shares
 Beneficially  6.  Shared Voting Power                         69,542
  Owned by     ------------------------------------------------------
    Each
  Reporting    7.  Sole Dispositive Power                     790,457
 Person With   ------------------------------------------------------

               8.  Shared Dispositive Power                         0
 ----------------------------------------------------------------------------
 9.    Aggregate Amount Beneficially Owned by Each Reporting Person
       790,457
 ----------------------------------------------------------------------------
 10.   Check Box if the Aggregate Amount in Row (9) Excludes Certain
       Shares*  [   ]
 ----------------------------------------------------------------------------
 11.   Percent of Class Represented by Amount in Row (9)
       4.74%
 ----------------------------------------------------------------------------
 12.   Type of Reporting Person*
       BK
 ----------------------------------------------------------------------------




                                Page 2 of Page 5
<PAGE>

Item 1.

      (a)   Name of Issuer:

            BT Financial Corporation (the "Issuer")
            -------------------------------------------------------

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

            551 Main Street
            Johnstown, Pennsylvania 15901
            -------------------------------------------------------

Item 2.

      (a)   Name of Person Filing:

            Laurel Trust Company
            -------------------------------------------------------

      (b)   Address of Principal Business Office or, if none,
            Residence:

            551 Main Street
            Johnstown, Pennsylvania 15901
            -------------------------------------------------------

      (c)   Citizenship:

            Pennsylvania
            -------------------------------------------------------

      (d)   Title of Class of Securities:

            Common Stock, par value $5.00 per share("Common Stock")
            -------------------------------------------------------

      (e)   CUSIP Number:

            055763106
            -------------------------------------------------------

Item    3. If  this  statement  is  filed  pursuant  to  ss.ss.240.13d-1(b),  or
        240.13d-2(b) or (c), check whether the person filing is a:

   (a)  [   ]  Broker  or  dealer  registered  under  Section  15 of the Act (15
               U.S.C. 78o);

   (b)  [ X ]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

   (c)  [   ]  Insurance company as defined  in Section 3(a)(19) of  the Act (15
               U.S.C. 78c);

   (d)  [   ]  Investment company registered  under Section 8 of the  Investment
               Company Act of 1940 (15 U.S.C. 80a-8);


                                Page 3 of Page 5
<PAGE>

   (e)  [   ]  An investment  adviser  in  accordance with ss.ss.240.13d-1(b)(l)
               (ii)(E);

   (f)  [   ]  An  employee  benefit  plan  or endowment fund in accordance with
               ss.ss.240.13d-1(b)(1)(ii)(F);

   (g)  [   ]  A parent  holding  company  or  control person in accordance with
               ss.ss.240.13d-1(b)(1)(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 withss.ss.240.13d-1((b)(l)(ii)(J).


Item 4.  Ownership.

      (a)   Amount beneficially owned:

            As of December 31, 1999, the undersigned  beneficially owned 790,457
            shares of Common Stock (4.74% of the  outstanding  shares of common
            stock), all of which are held in a fiduciary capacity.

      (b)   Percent of class:                      4.74%

      (c)   Number of shares as to which such person has:

            (i)   Sole power to vote or to              720,915
                  direct the vote                    ----------


            (ii)  Shared power to vote or                69,542
                  to direct the vote                 ----------


            (iii) Sole power to dispose or to           790,457
                  direct the disposition of          ----------


            (iv)  Shared power to dispose or to               0
                  direct the disposition of          ----------


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 [ X ]



                                Page 4 of Page 5
<PAGE>



Item 6.     Ownership of More than Five Percent on Behalf of Another Person.

            Inapplicable.

Item 7.     Identification and Classification of  the  Subsidiary Which Acquired
            the Security Being Reported on by the Parent Holding Company.

            Inapplicable.

Item 8.     Identification and Classification of Members of the Group.

            Inapplicable.

Item 9.     Notice of Dissolution of Group.

            Inapplicable.

Item 10.    Certifications.

            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 were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.

                                    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.


                                 February 14, 2000
                                 ------------------------------
                                 Date

                                 /s/ Kim Craig
                                 ------------------------------
                                 Signature

                                 Kim Craig, President and Chief
                                 Operating Officer
                                 ------------------------------
                                 Name/Title





                                Page 5 of Page 5



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