WINTON FINANCIAL CORP
SC 13G/A, 1999-02-16
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       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)



                                    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:

         [ ]    Rule 13d-1(b)
         [ ]    Rule 13d-1(c)
         [X]    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).


                                       1
<PAGE>


- ----------------------------------------
CUSIP No.   976446104                           13G
- ----------------------------------------

- ------------------------------------------------------------------------------
    1      NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           Henry L. Schulhoff

- ------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

           (a)


           (b)

- ------------------------------------------------------------------------------
    3      SEC USE ONLY


- ------------------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OF ORGANIZATION

           United States

- ------------------------------------------------------------------------------
                              5     SOLE VOTING POWER

                                    258,000
        
        NUMBER OF          ---------------------------------------------------
         SHARES               6     SHARED VOTING POWER
      BENEFICIALLY
          OWNED                     31,800*
         BY EACH
       REPORTING           ---------------------------------------------------
        PERSON                7     SOLE DISPOSITIVE POWER
          WITH
                                    258,000

                           ---------------------------------------------------
                              8     SHARED DISPOSITIVE POWER

                                    31,800*

- ------------------------------------------------------------------------------
    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           289,800*

- ------------------------------------------------------------------------------
   10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- ------------------------------------------------------------------------------
   11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
           7.13%

- ------------------------------------------------------------------------------
   12      TYPE OF REPORTING PERSON*

           IN
- ------------------------------------------------------------------------------
*Includes  17,600  shares  owned  by Mr.  Schulhoff's  spouse  as to  which  Mr.
Schulhoff disclaims beneficial ownership and the filing of this statement should
not be construed as an admission that Mr.  Schulhoff is the beneficial  owner of
any securities covered by this Statement.



                                       2

<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 Person Filing:

                Henry L. Schulhoff

Item 2(b).      Address of Principal Business Office or, if none,
                Residence:

                7 West Seventh Street
                Cincinnati, Ohio 45202

Item 2(c).      Citizenship:

                United States

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)    [ ]   Bank as defined in section 3(a)(6) of the Act
                             (15 U.S.C. 78c).

                (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).



                                       3
<PAGE>
                (f)    [ ]   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:

                (a)     Amount Beneficially Owned:

                        289,800

                (b)     Percent of Class:

                        7.13%

                (c) Number of shares as to which such person has:

                        (i)     sole power to vote or to direct the vote: 
                                258,000

                        (ii)    shared power to vote or to direct the vote:
                                31,800*

                        (iii)   sole power to dispose or to direct the 
                                disposition of: 258,000

                        (iv)    shared power to dispose or to direct the 
                                disposition of:  31,800*

Item 5.         Ownership of Five Percent or Less of a Class:

                Inapplicable

*Includes  17,600  shares  owned  by Mr.  Schulhoff's  spouse  as to  which  Mr.
Schulhoff disclaims beneficial ownership and the filing of this statement should
not be construed as an admission that Mr.  Schulhoff is the beneficial  owner of
any securities covered by this Statement.


                                       4

<PAGE>
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

Item 10.        Certification:

                Inapplicable

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.



1/29/99                                              /s/ Henry L. Schulhoff 
Date                                                 Henry L. Schulhoff




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