SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Winton Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
976446104
(CUSIP Number)
December 31, 1999
(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).
CUSIP No. 976446104
13G
- --------------------------------------------------------------------------
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Firstar Bank, N.A.
31-0841368
- -------------------------------------------------------------------------
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
NUMBER OF : 304,685
SHARES :---------------------------------------------
BENEFICIALLY :6. SHARED VOTING POWER
OWNED : -0-
BY EACH :---------------------------------------------
REPORTING PERSON :7. SOLE DISPOSITIVE POWER
WITH : 420
:---------------------------------------------
:8. SHARED DISPOSITIVE POWER
: 8,500
- ------------------------------------------------------------------------
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,685
- ------------------------------------------------------------------------
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
6.92%
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12.
TYPE OF REPORTING PERSON*
BK
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<PAGE>
CUSIP No. 976446104
13G
- ----------------------------------------------------------------------
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Firstar Corporation
39-1940778
- ----------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
- -----------------------------------------------------------------------
3.
SEC USE ONLY
- -----------------------------------------------------------------------
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
- -----------------------------------------------------------------------
:5. SOLE VOTING POWER
NUMBER OF : 304,685
SHARES :----------------------------------------------
BENEFICIALLY :6. SHARED VOTING POWER
OWNED : -0-
BY EACH :----------------------------------------------
REPORTING PERSON :7. SOLE DISPOSITIVE POWER
WITH : 420
:----------------------------------------------
:8. SHARED DISPOSITIVE POWER
: 8,500
- ----------------------------------------------------------------------
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,685
- ----------------------------------------------------------------------
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
6.92%
- ----------------------------------------------------------------------
12.
TYPE OF REPORTING PERSON*
HC
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<PAGE>
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)
- ------------------------------------------------------------------------
3.
SEC USE ONLY
- ------------------------------------------------------------------------
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------
:5. SOLE VOTING POWER
NUMBER OF : -0-
SHARES :--------------------------------------------
BENEFICIALLY :6. SHARED VOTING POWER
OWNED : -0-
BY EACH :--------------------------------------------
REPORTING PERSON :7. SOLE DISPOSITIVE POWER
WITH : -0-
:-------------------------------------------
:8. SHARED DISPOSITIVE POWER
: 343,645
- ----------------------------------------------------------------------
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,645
- ----------------------------------------------------------------------
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
- -----------------------------------------------------------------------
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
- -----------------------------------------------------------------------
12.
TYPE OF REPORTING PERSON*
EP
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<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:
Firstar Bank, N.A.
Firstar Corporation
Winton Financial Corporation Employee Stock Ownership Plan
Item 2(b). Address of Principal Business Office or, if none,
Residence:
Firstar Bank, N.A., and Winton Financial Corporation
Employee Stock Ownership Plan:
Firstar Bank, N.A.
P.O. Box 118
Cincinnati, Ohio 45201
Firstar Corporation:
777 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202
Item 2(c). Citizenship:
Firstar Bank, N.A.: Organized under the laws of the United States
Firstar Corporation: Organized in Wisconsin
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).
(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
Section 240.13d-1(b)(1)(ii)(E).
(f)[X] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F).
(g)[X] A parent holding company or control person in accordance
with Section 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 Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
At December 31, 1999, there were 343,645 common shares of Winton
Financial Corporation in the Winton Financial Corporation
Employee Stock Ownership Plan (the "ESOP" or "Plan"). Firstar
Bank, N.A., is the trustee of the Plan, and Firstar Corporation
owns all of the outstanding shares of Firstar Bank, N.A. As of
December 31, 1999, 340,645 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.
At December 31, 1999, there were no pending matters for shareholder
votes. Therefore, Firstar 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.
Firstar Bank, N.A., has no power to dispose of the shares, except as
specifically directed by the Plan to pay participants.
Shares totaling 304,685, as detailed on the Firstar Bank, N.A. and
Firstar Corporation cover pages, are shares held by Firstar
Bank, N.A. in various fiduciary capacities independent of the
shares held by Firstar Bank, N.A. as trustee of the Winton
Financial Corporation ESOP.
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:
Other persons are known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, shares beneficially owned by the filing person.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
See Exhibit B
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 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.
FIRSTAR BANK, N.A.
By: /s/Janet R. McDonald
Senior Vice President
Dated February 10, 2000
FIRSTAR CORPORATION
By: /s/Janet R. McDonald
Senior Vice President
Dated February 10, 2000
WINTON FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
By: Firstar Bank, N.A., Trustee
By: /s/ Paul A. Carl, Trustee
Date February 10, 2000
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.
FIRSTAR BANK, N.A.
By: /s/Janet R. McDonald
Dated February 10, 2000
FIRSTAR CORPORATION
By: /s/Janet R. McDonald
Dated February 10, 2000
WINTON FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
By: Firstar Bank, N.A., Trustee
By: /s/Paul A. Carl, Trustee
Dated February 10, 2000
EXHIBIT B
IDENTIFICATION OF BANK HOLDING COMPANY SUBSIDIARY
ITEM 7: Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Firstar Bank, National Association BK
