UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 5
Granite State Bankshares, Inc.
(Name of Issuer)
Common Stock par value $1.00 per share
(Title of Class of Securities)
387472-10-3
(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 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).
CUSIP No. 387472-10-3
1) NAME of REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION No. of ABOVE PERSON
Granite State Bankshares, Inc.
Employee Stock Ownership Plan
I.R.S. ID No. 02-0399222
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A *GROUP.
a) ( )
b) ( )
3) SEC USE ONLY
4) CITIZENSHIP or PLACE of ORGANIZATION
New Hampshire chartered commercial bank's employee stock
benefit plan organized in New Hampshire
5) SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6) SHARED VOTING POWER
OWNED BY 325,768
EACH
REPORTING 7) SOLE DISPOSITIVE POWER
PERSON 313,462
WITH
8) SHARED DISPOSITIVE POWER
12,306
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
325,768
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
( )
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.85% of 5,573,335 shares of Common Stock outstanding as of
December 31, l997
12) TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT
Granite State Bankshares, Inc.
Employee Stock Ownership Plan
SCHEDULE 13G
Item 1 (a) Name of Issuer:
Granite State Bankshares, Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
122 West Street
Keene, New Hampshire 03431
Item 2 (a) Name of Person Filing:
Granite State Bankshares, Inc.
Employees Stock Ownership Plan
Trustee: Granite State Bankshares, Inc.
Board of Directors
122 West Street
Keene, New Hampshire 03431
Item 2 (b) Address of Principal Business Offices:
122 West Street
Keene, New Hampshire 03431
Item 2 (c) Citizenship:
New Hampshire chartered commercial bank's
employee stock benefit plan organized in New Hampshire.
Item 2 (d) Title of Class of Securities:
Common Stock par value $1.00 per share
Item 2 (e) CUSIP Number: 387472-10-3
Item 3 The person filing this statement is an employee benefit plan
which is subject to the provisions of the Employee Retirement
Income Security Act of 1974
Item 4 Ownership. As of December 31, l997, the reporting person
beneficially owned 325,768 shares of the issuer. This number of
shares represents 5.85% of the common stock, par value $1.00,
of the issuer, based upon 5,573,335 shares of such common
stock outstanding as of December 31, l997. As of December
31, 1997, the reporting person has sole power to vote or to
direct the vote of none of the shares and shares voting power
over 325,768 shares. The reporting person has the sole
power to dispose or direct the disposition of 313,462 shares
of common stock and the shared power to dispose or direct the
disposition of 12,306 shares of common stock.
Item 5 Not applicable.
Item 6 Not applicable.
Item 7 Not applicable.
Item 8 The reporting person is an employee benefit plan subject to
the provisions of the Employee Retirement Income Security Act
of l974.
Item 9 Not applicable.
Item 10 Certification.
By signing below, I certify that, to the best of my 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
are not acquired in connection with or as a participant in any
transaction having such 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 10, l998
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(Date)
/s/ Charles W. Smith
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Charles W. Smith
(Signature)
Charles W. Smith / ESOP Committee Member
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(Name/Title)
