UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
MEGABANK FINANCIAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
58515J 10 4
(CUSIP Number)
November 16, 1998
(Date of Event which Requires Filing of Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for
the reporting person's initial filing on this form with
respect tot he 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.
<PAGE>
SCHEDULE 13G
CUSIP NO. 58515J 10 4 PAGE 2 OF 7 PAGES
1. Name of Reporting Person Thomas R.Kowalski
SS. or IRS Identification No. of above person
2. Check the appropriate box if a member of a group (a) X
See item 2(a) (b) _
3. SEC USE ONLY
4. Citizenship or Place of Organization: United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5. Sole Voting Power: 1,394,690
6. Shared Voting Power: 1,626,960
7. Sole Dispositive Power 1,394,690
8. Shared Dispositive Power 1,626,960
9. Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,021,650
10. Check box if the aggregate amount in Row (9)
excludes certain shares ___
11. Percent of class represented by amount in Row (9): 39.7%
12. Type of reporting person: IN
<PAGE>
SCHEDULE 13G
CUSIP NO. 58515J 10 4 PAGE 3 OF 7 PAGES
1. Name of Reporting Person Raymond L.Anilionis
SS. or IRS Identification No. of above person
2. Check the appropriate box if a member of a group (a) X
See item 2(a) (b) _
3. SEC USE ONLY
4. Citizenship or Place of Organization: United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5. Sole Voting Power: 394,000
6. Shared Voting Power: 248,780
7. Sole Dispositive Power 394,000
8. Shared Dispositive Power 248,780
9. Aggregate Amount Beneficially Owned by Each
Reporting Person: 642,780
10. Check box if the aggregate amount in Row (9)
excludes certain shares ___
11. Percent of class represented by amount in Row (9): 8.4%
12. Type of reporting person: IN
<PAGE>
SCHEDULE 13G
CUSIP NO. 58515J 10 4 PAGE 4 OF 7 PAGES
1. Name of Reporting Person Realtek Company
Employees' Profit
Sharing Plan and Trust
SS. or IRS Identification No. of above person:
2. Check the appropriate box if a member of a group (a) X
See item 2(a) (b) _
3, SEC USE ONLY
4. Citizenship or Place of Organization: United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5. Sole Voting Power: 614,820
6. Shared Voting Power: 0
7. Sole Dispositive Power 614,820
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each
Reporting Person: 614,820
10. Check box if the aggregate amount in Row (9)
excludes certain shares ___
11. Percent of class represented by amount in Row (9): 8.1%
12 Type of reporting person: EP
<PAGE>
SCHEDULE 13G
CUSIP NO. 58515J 10 4 PAGE 5 OF 7 PAGES
Item 1.
(a) Name of Issuer: MegaBank Financial Corporation (the
"Company")
(b) Address of Issuer's Principal Business Office: 8100
East Arapahoe Road, Suite 214, Englewood, Colorado 80112
Item 2.
(a) Names of Persons Filing: As a group - Thomas R.
Kowalski, Raymond L. Anilionis, Realtek Company Employees'
Profit Sharing Plan and Trust.
(b) Address of Principal Business Office: 8100 East
Arapahoe Road, Suite 214, Englewood, Colorado 80112, except
for Raymond L. Anilionis whose address is 9034 East Easter
Place, Suite 202, Englewood, Colorado 80112.
(c) Citizenship: United States
(d) Title of class of securities: Common Stock
(e) CUSIP Number 58515J 10 4
Item 3.
Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: The ownership information
disclosed on Row 9 of the cover pages to this Schedule 13G
is hereby incorporated by reference for each of the
reporting persons listed in Item 2(a).
(b) Percent of Class: The percent of class information
disclosed on Row 11 of the cover pages to this Schedule 13G
is hereby incorporated by reference for each of the
reporting persons listed in Item 2(a).
(c) Information concerning the number of shares to which
each reporting person has sole voting power, shared voting
power, sole dispositive power and shared dispositive power
is disclosed in Rows 5 through 8 of the cover pages to this
Schedule 13G which are hereby incorporated by reference for
each of the reporting persons listed in Item 2(a).
Item 5. Ownership of Five Percent of Less of a Class
Not applicable.
<PAGE>
SCHEDULE 13G
CUSIP NO. 58515J 10 4 PAGE 6 OF 7 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.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification
Not applicable.
After reasonable inquiry and to the best of their knowledge
and belief, the signatories below certify that the
information set forth in this statement is true, complete
and correct.
/s/ Thomas R. Kowalski Dated: March 23, 1999
- ----------------------
Thomas R. Kowalski
/s/ Raymond L. Anilionis Dated: March 23, 1999
- ------------------------
Raymond L. Anilionis
/s/ Thomas R. Kowalski Dated: March 23, 1999
- ----------------------
Thomas R. Kowalsi, Plan Administrator
for Realtek Company Employees'
Profit Sharing Plan and Trust
<PAGE>
SCHEDULE 13G
CUSIP NO. 58515J 10 4 PAGE 7 OF 7 PAGES
AGREEMENT FOR FILING OF JOINT SCHEDULE 13G
AND APPOINTMENT OF ATTORNEY
This Agreement is made this 23rd day of March, 1999
among Thomas R. Kowalski, Raymond L. Anilionis, and Realtek
Company Employees' Profit Sharing Plan and Trust.
(collectively the "Parties" and individually the "Party").
Whereas, the Parties deem it advisable to file on
Securities and Exchange Commission Schedule 13G a joint
filing reflecting their ownership of shares of Common Stock
of MegaBank Financial Corporation; and
Whereas, the Parties deem it advisable to appoint a
power of attorney;
Now therefore, the Parties agree as follows:
1. Each Party does hereby agree that the attached
Schedule 13G hereto relating to his or her ownership of
shares of Common Stock of MegaBank Financial Corporation
shall be filed on behalf of each Party.
2. Each Party does hereby appoint Thomas R. Kowalski
his true and lawful attorney to act for him or her in his or
her name, place and stead, with full power of substitution
and with full power and authority to do and perform each and
every act necessary, as fully as he or she might do if
personally present, to accomplish and complete the filing of
any amendments to this Schedule 13G which may be required
from time to time.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement the day and year written above.
/s/ Thomas R. Kowalski
----------------------
Thomas R. Kowalski
/s/ Raymond L. Anilionis
------------------------
Raymond L. Anilionis
/s/ Thomas R. Kowalski
----------------------
Thomas R. Kowalski, Plan Administrator
for
Realtek Company Employees' Profit
Sharing Plan and Trust
