UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
BANKERS CORP
COMMON STOCK $0.01 PAR VALUE
066120-10-6
MARGARET PARONICH
210 SMITH STREET
PERTH AMBOY NJ 08861
(908) 442-4100
JANUARY 1, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting
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).
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 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).
CUSIP No. 066120-10-6 13D Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOSEPH P. GEMMELL ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [XX]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO - PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO
ITEM 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
SOLE DISPOSITIVE POWER
NUMBER OF 7 899,085 OR 7.3% based on 12,378,184 shares
outstanding.
SHARES
SHARED DISPOSITIVE POWER
BENEFICIALLY 8 88,278 OR 0.7% Unallocated shares of the
Employee
Stock Ownership Plan the voting of which is
directed by the Board of Directors as a
OWNED BY whole.
EACH
SOLE DISPOSITIVE POWER
REPORTING 9 899,085 OR 7.3%
PERSON
SHARED DISPOSITIVE POWER
WITH 10 88,278 OR 0.7%
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
899,085
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14 TYPE OF REPORT PERSON*
IN
CUSIP No. 066120-10-6 13D Page 3 of 4 Pages
Item 1. Security and Issuer:
Common Stock par value $.01 of Bankers Corp. (the "Company") with
its principal executive offices at 210 Smith Street, Perth Amboy,
NJ 08861
Item 2. Identity and Background:
(a) Joseph P. Gemmell
(b) c/o Bankers Corp., 210 Smith Street, Perth Amboy, NJ 08861
Chairman, President and Chief Executive Officer, Bankers
Corp., 210 Smith Street, Perth Amboy, NJ 08861
(d) No
(e) No
(f) U.S. Citizen
Item 3. Source and Amount of Funds or Other Consideration:
Shares acquired by way of exercising stock options were funded by
Mr. Gemmell's personal funds together with borrowings made from
brokers under "arms length" margin agreements in the ordinary
course of business at market rates.
Item 4. Purpose of Transaction:
As a control person updating and amending the 13D filed in 1992.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) No
(e) No
(f) No
(g) No
(h) No
(I) No
(j) No
<PAGE>
CUSIP No. 066120-10-6 13D Page 4 of 4 Pages
Item 5. Interest in Securities of the Issuer:
(a) Mr. Gemmell owns 899,085 common shares of the Corporation
or 7.3% of the outstanding stock. This includes 137,647
options which are fully exercisable and 4,000 options
which are subject to a vesting schedule of 20% per year
and 98,993 shares held in Employee Benefit Plans.
(b) Sole Voting Power: 899,085 shares
Shared Voting Power: 88,278 shares
Sole Dispositive Power: 899,085 shares
Shared Dispositive Power: 88,278 shares
(c) During the last 60 days, Mr. Gemmell gifted 10,800 shares
of Bankers Corp. stock; acquired a total of 6,887 shares:
2,307 shares by way of the Employee Stock Ownership Plan
annual distribution and 4,580 shares by way of dividend
reinvestment, both of which had a fair market value of
$20.13 at the time and was awarded 4,000 incentive stock
options with an exercise price of $21.75 per share.
(d) None
(e) Not applicable
Item 6: Contract, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The Board of Directors of Bankers Corp., which Mr. Gemmell is a
member, as a whole acts as trustee for the Employee Stock
Ownership Plan. The trustee shall vote allocated shares held in
the ESOP in accordance with the written instructions of each
participant. Allocated shares are not voted if a participant
fails to deliver written instructions to the trustee.
Unallocated shares are voted by the Board of Directors and are
pledged as collateral for a loan to the ESOP provided by Bankers
Savings.
Item 7: Material to be Filed as Exhibits
None
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.
Date: January 30, 1997
Signature: /s/ Joseph P. Gemmell
Name/Title: Joseph P. Gemmell, Chairman, President & CEO
