SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6 )
Winton Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
976446104
(CUSIP Number)
December 31, 1998
(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>
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CUSIP No. 976446104 13G
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- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Star Bank, N.A., Trustee of the Winton Financial Corporation Financial
Corporation Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
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3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
-0-
NUMBER OF ---------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH
REPORTING ---------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
---------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
X See Item 4
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BK
- ------------------------------------------------------------------------------
2
<PAGE>
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CUSIP No. 976446104 13G
- ----------------------------------------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
- ----------------------------------------------------------------------------
5 SOLE VOTING POWER
-0-
NUMBER OF -------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH
REPORTING -------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
-------------------------------------------------
8 SHARED DISPOSITIVE POWER
312,484
- -----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,484
- ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.78%
- ----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
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, Ohio 45239
Item 2(a). Name of Persons 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.
P.O. Box 118
Cincinnati, Ohio 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
976446104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
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).
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<PAGE>
(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).
(e) [ ] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E).
(f) [X] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 13(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) [ ] A group, in accordance with ss.
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
At December 31, 1998, there were 312,484 common shares of Winton
Financial Corporation in the 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, 1998,
312,484 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 of 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.
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<PAGE>
At December 31, 1998, 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:
Inapplicable
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
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<PAGE>
Item 10. Certification:
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.
STAR BANK, N.A.
2/5/99 By: /s/ Paul A. Carl
Date Paul A. Carl, Trustee
WINTON FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
2/5/99 By: Star Bank, N.A., Trustee
Date
By: /s/ Paul A. Carl
Paul A. Carl, Trustee
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<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, N.A.
2/5/99 By: /s/ Paul A. Carl
Date Paul A. Carl, Trustee
WINTON FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
2/5/99 By: Star Bank, N.A., Trustee
Date
By: /s/ Paul A. Carl
Paul A. Carl, Trustee
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