SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
MAHASKA INVESTMENT COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
559809108
(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.)
*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).
<PAGE>
CUSIP No. 559809108 SCHEDULE 13G Page 2 of 7 Pages
1. Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Mahaska Investment Company ESOP
I.R.S. No. 42-1291120
2. Check the appropriate box if a member of a group
N/A
3. SEC Use Only
4. Citizenship or Place of Organization
Iowa
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
5. Sole Voting Power
0
6. Shared Voting Power
406,836* shares *Under the applicable ESOP documentation, each
participant is entitled to direct the plan as to
voting shares allocated to such participant's
account.
7. Sole Dispositive Power
406,836 shares
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Page 3 of 7 Pages
8. Shared Dispositive Power
N/A
9. Aggregate Amount Beneficially Owned by Each Reporting Person
406,836 shares
10. Check box if the aggregate amount in Row (9) excludes certain shares
N/A
11. Percent of Class Represented by Amount in Row 9
9.4%
12. Type of Reporting Person
EP
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Page 4 of 7 Pages
ITEM 1(a). NAME OF ISSUER.
Mahaska Investment Company
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
P. O. Box 1104
Oskaloosa, Iowa 52577
ITEM 2(a). NAME OF PERSON FILING.
This filing is made on behalf of Mahaska Investment Company
Employee Stock Ownership Plan and Trust (ESOP).
ITEM 2(b). ADDRESS OF THE PRINCIPAL OFFICES:
The principal business office is Mahaska State Bank Trust
Department, P.O. Box Oskaloosa, Iowa 52577.
ITEM 2(c). CITIZENSHIP.
The Trust Agreement creating the ESOP is governed by the laws of
the State of Iowa.
ITEM 2(d). TITLE OF CLASS OF SECURITIES.
Common Stock.
ITEM 2(e). CUSIP NUMBER.
559809108
ITEM 3. IF THE STATEMENT IS BEING FILED PURSUANT TO RULE 13D-1(b)
OR 13D-2(b), CHECK WHETHER THE PERSON FILING IS A:
N/A
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Page 5 of 7 Pages
ITEM 4. OWNERSHIP.
(a) Amount of Beneficially Owned:
The ESOP has direct control of the shares of Common Stock
held for the benefit of the participating employees.
(b) Percent of Class:
9.4%
(c) (i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
406,836
Under the ESOP Trust document, Mahaska State Bank ("the
Trustee") is authorized in its discretion to vote
directly and to vote indirectly by proxy on all matters
pertaining to all securities held by the ESOP.
Notwithstanding the foregoing, each participant is
entitled to direct the Plan as to any Company stock
considered allocated to such participant's account in
accordance with IRC Section 409(e).
(iii) Sole power to dispose or direct the disposition of:
The Trustee has sole power to dispose or to direct the
disposition of the 406,836 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
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Page 6 of 7 Pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
See item 4 above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
See items 3 and 4 above.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF A GROUP.
N/A
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its
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.
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Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
MAHASKA STATE BANK, AS TRUSTEE
/s/ Sherry Mattson ______
Date: February 14, 2000 Name: Sherry Mattson
Title: Trust Officer
