SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under The Securities Exchange Act of 1934
(Amendment No. 5)*
Winton Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
9776446104
(CUSIP Number)
*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 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).
-1-
<PAGE>
CUSIP No. 9776446104
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
Star Bank, N.A., Trustee of the Winton Financial Corporation Employee
Stock Ownership Plan
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) (b) [X]
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Citizenship or Place of Organization : United States
- -------------------------------------------------------------------------------
Number of Shares: 5) Sole Voting Power: 0
Beneficially
Owned By 6) Shared Voting Power: 0
Each
Reporting 7) Sole Dispositive Power: 0
Person
With 8) Shared Dispositive Power: 0
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned By Each Reporting Person:
0 (See Item 4.)
- -------------------------------------------------------------------------------
10) Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
(See Instructions) |X| See Item 4.
- -------------------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row 9: 0%
- -------------------------------------------------------------------------------
12) Type of Reporting Person (See Instructions): BK
-2-
<PAGE>
CUSIP No. 9776446104
1) Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
Winton Financial Corporation Employee Stock Ownership Plan
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a) (b) [X]
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Citizenship or Place of Organization: Ohio
- -------------------------------------------------------------------------------
Number of Shares: 5) Sole Voting Power: 0
Beneficially
Owned By 6) Shared Voting Power: 0
Each
Reporting 7) Sole Dispositive Power: 0
Person
With 8) Shared Dispositive Power: 156,481
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned By Each Reporting Person: 156,481
- -------------------------------------------------------------------------------
10) Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
(See Instructions)
- -------------------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row 9: 7.8%
- -------------------------------------------------------------------------------
12) Type of Reporting Person (See Instructions): EP
-3-
<PAGE>
Item 1 (a) Name of Issuer
Winton Financial Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
5511 Cheviot Road
Cincinnati, OH 45239
Item 2(a) Name of Person Filing
Star Bank, N.A.
Winton Financial Corporation Employee Stock Ownership Plan
Item 2(b) Address of Principal Business Office or, if none, Residence
Star Bank, N.A. Winton Financial Corporation
P.O. Box 118 Employee Stock Ownership Plan
Cincinnati, OH 45201 c/o Star Bank, N.A., trustee
P. O. Box 118
Cincinnati, OH 45201
Item 2(c) Citizenship
Star Bank, N.A.: Organized under the laws of the United States
Winton Financial Corporation Employee Stock Ownership Plan:
Organized in Ohio
Item 2(d) Title and Class of Securities:
Common Stock
Item 2(e) CUSIP Number
9776446104
-4-
<PAGE>
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act
(b) |X| Bank as defined in Section 3(a)(6) of the Act
(c) Insurance Company as defined in Section 3(a)(19) of the Act
(d) Investment Company registered under Section 8 of the
Investment Company Act
(e) Investment Advisor registered under Section 203 of the
Investment Advisers Act of 1940
(f) |X| Employee Benefit Plan or Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company in accordance with ss. 240.13d-1(b)(ii)(G)
(h) Group in accordance with ss. 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned:
Star Bank, N.A: 0
Winton Financial Corporation Employee Stock Ownership Plan: 156,481
(b) Percent of Class
Star Bank, N.A: 0
Winton Financial Corporation Employee Stock Ownership Plan: 7.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct vote See below
(ii) Shared power to vote or to direct vote See below
-5-
<PAGE>
(iii) Sole power to dispose or direct the disposition of
See below
(iv) Shared power to dispose or direct disposition of See below
At December 31, 1997, there were 156,481 common shares of Winton Financial
Corporation Employee Stock Ownership Plan (the "ESOP" or "Plan"). Star Bank,
N.A., is the trustee of the Plan. As of December 31, 1997, 156,481 shares held
by the plan have been allocated to plan participants.
Under the terms of the Plan and related Trust Agreement, the trustee votes
all shares allocated to the accounts of participants as directed by the
participants to whose accounts such shares have been allocated. With respect to
unallocated shares or allocated shares for which no voting instructions have
been given, the trustee votes such shares in the same proportion as the shares
for which voting instructions were received.
The Trust Agreement provides that, except as otherwise provided in the
Plan, the trustee shall vote the shares held by the ESOP as directed by the ESOP
Committee of the Board of Directors of Winton Financial Corporation. Thus the
ESOP Committee can direct voting of shares held by the Plan only if none of the
participants to whom shares have been allocated provides voting instructions.
The Securities and Exchange Commission has taken the position that the
trustee of an employee stock ownership plan is the beneficial owner of shares
for which no voting instructions have been received.
At December 31, 1997, there were no pending matters for shareholder votes.
Therefore, Star Bank, N.A., has determined that, at that date, it had no power
to vote any of the shares held by the Plan because before the next anticipated
shareholder vote, participants were still able to direct the voting of their
shares and, without any voting instruction, the ESOP Committee would direct the
voting.
Star Bank, N.A., has no power to dispose of the shares, except as
specifically directed by the Plan to pay participants.
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|. See Item 4
above.
Instruction: Dissolution of a group requires a response to
this item.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Inapplicable
-6-
<PAGE>
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. 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 were not acquired in connection with
or as a participant in any transaction having such
purposes or effect.
Signature
STAR BANK, NA
1/30/98 By: Paul A. Carl
Date
Paul A. Carl
Trustee
WINTON FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP
PLAN
1/30/98 By: Star Bank, N.A., Trustee
Date
By: Paul A. Carl
Paul A. Carl
Trustee
-7-
<PAGE>
EXHIBIT A
AGREEMENT FOR JOINT FILING
OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G being filed with the
Securities and Exchange Commission to report their beneficial ownership of more
than 5% of the common shares of Winton Financial Corporation, an Ohio
Corporation, shall be and is, filed on behalf of each of the undersigned
STAR BANK, NA
1/30/98 By: Paul A. Carl
Date
Paul A. Carl
Trustee
WINTON FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP
PLAN
1/30/98 By: Star Bank, N.A., Trustee
Date
By: Paul A. Carl
Paul A. Carl
Trustee
-8-
