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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
FirstFed Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
33761Q102
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(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 the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of the section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 15 pages<PAGE>
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CUSIP No. 33761Q102 13G Page 2 of 15 Pages
1. NAME OF REPORTING PERSON:
First Federal Savings Bank Employee Stock Ownership Plan
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
63-1062013
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Alabama
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 40,885
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 40,885
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
40,885
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.7%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 33761Q102 13G Page 3 of 15 Pages
1. NAME OF REPORTING PERSON:
B. K. Goodwin, III
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 of America
NUMBER OF 5. SOLE VOTING POWER 15,580
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 8,417
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 15,171
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 8,417
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
23,997
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.8%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 4 of 15 Pages
1. NAME OF REPORTING PERSON:
A. W. Kuhn
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 of America
NUMBER OF 5. SOLE VOTING POWER 1,655
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 34,274
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 1,608
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 34,274
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
35,939
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.9%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 5 of 15 Pages
1. NAME OF REPORTING PERSON:
Robert E. Paden
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 of America
NUMBER OF 5. SOLE VOTING POWER 17,300
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 8,011
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 17,243
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 8,011
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
25,311
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.1%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 6 of 15 Pages
1. NAME OF REPORTING PERSON:
Fred T. Blair
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 of America
NUMBER OF 5. SOLE VOTING POWER 3,081
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 21,336
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 3,075
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 21,336
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
24,417
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.0%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 7 of 15 Pages
1. NAME OF REPORTING PERSON:
Malcolm E. Lewis
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 of America
NUMBER OF 5. SOLE VOTING POWER 11,700
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 18,402
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 11,643
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 18,402
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
30,102
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.9%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 8 of 15 Pages
1. NAME OF REPORTING PERSON:
G. Larry Russell
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 of America
NUMBER OF 5. SOLE VOTING POWER 9,335
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 15,021
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 9,278
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 15,021
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
24,356
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.9%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 9 of 15 Pages
1. NAME OF REPORTING PERSON:
James E. Mulkin
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 of America
NUMBER OF 5. SOLE VOTING POWER 17,630
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 8,011
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 17,573
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 8,011
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
25,641
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.2%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 10 of 15 Pages
1. NAME OF REPORTING PERSON:
E. H. Moore, Jr.
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 of America
NUMBER OF 5. SOLE VOTING POWER 21,165
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 9,011
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 21,108
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 9,011
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
30,176
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.9%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 33761Q102 13G Page 11 of 15 Pages
1. NAME OF REPORTING PERSON:
James B. Koikos
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 of America
NUMBER OF 5. SOLE VOTING POWER 8,251
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 11,011
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 7,939
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 11,011
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
10,262
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.1%
12. TYPE OF REPORTING PERSON: IN
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Page 12 of 15 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
FirstFed Bancorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
1630 Fourth Avenue, North
Bessemer, Alabama 35020-5711
ITEM 2(a) NAME OF PERSON(S) FILING.
First Federal Savings Bank Employee Stock Ownership
Plan ("ESOP") and the following individuals who serve
as the ESOP Committee under the ESOP: B. K. Goodwin,
III, A. W. Kuhn, Robert E. Paden, Fred T. Blair,
Malcolm E. Lewis, G. Larry Russell, James E. Mulkin,
E. H. Moore, Jr., and James B. Koikos.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the
cover page provided for each reporting person.
ITEM 3. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
(h) [x] Group, in accordance with Rule 13d-
1(b)(l)(ii)(H).
Item (a) (b) (c) (d) (e) (g) - not applicable.
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Page 13 of 15 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the
second part of the cover page provided for each
reporting person.
(b) Percent of Class: See Row 11 of the second part
of the cover page provided for each reporting
person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
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: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Pursuant to Section 13.7 of the ESOP, First Federal Savings Bank has the
power to direct the receipt of dividends on shares held in the ESOP trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
This Schedule 13G is being filed on behalf of the ESOP identified in
Item 2(a), filing under the Item 3(f) classification, and by each trustee of
the trust established pursuant to the ESOP, filing under the Item 3(h)
classification. Exhibit A contains a disclosure of the voting and dispositive
powers over shares of the issuer held directly by these entities.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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 purpose or effect.<PAGE>
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Page 14 of 15 Pages
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.
FIRST FEDERAL SAVINGS BANK
EMPLOYEE STOCK OWNERSHIP PLAN
By Its Trustees:
/s/ B. K. Goodwin February 13, 1997
____________________________________________ _________________
B. K. Goodwin, as ESOP Committee Member Date
/s/ A. W. Kuhn February 13, 1997
____________________________________________ _________________
A. W. Kuhn, as ESOP Committee Member Date
/s/ Robert E. Paden February 13, 1997
____________________________________________ _________________
Robert E. Paden as ESOP Committee Member Date
/s/ Fred T. Blair February 13, 1997
____________________________________________ _________________
Fred T. Blair as ESOP Committee Member Date
/s/ Malcolm E. Lewis February 13, 1997
____________________________________________ _________________
Malcolm E. Lewis, as ESOP Committee Member Date
/s/ G. Larry Russell February 13, 1997
____________________________________________ _________________
G. Larry Russell, as ESOP Committee Member Date
/s/ James E. Mulkin February 13, 1997
____________________________________________ _________________
James E. Mulkin, as ESOP Committee Member Date
/s/ E. H. Moore, Jr. February 13, 1997
____________________________________________ _________________
E. H. Moore, Jr., as ESOP Committee Member Date
/s/ James B. Koikos February 13, 1997
____________________________________________ _________________
James B. Koikos, as ESOP Committee Member Date<PAGE>
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Page 15 of 15 Pages
Exhibit A
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Identification of Members of Group
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The trustee of the ESOP holds shares of common stock of the issuer in
trust for the benefit of employees participating in the ESOP. Pursuant to
Section 13.6 of the ESOP, (i) the trustee votes common stock allocated to
participant accounts in accordance with instructions by participants, and (ii)
shares of common stock of the issuer which have not been allocated shall be
voted by the trustee in a manner calculated to most accurately reflect the
voting instructions it has received from participants regarding the allocated
shares. Pursuant to Section 13.3 of the ESOP, the trustee exercises
investment direction as directed by the ESOP Committee. Overall, the ESOP
Committee and the trustee must exercise their voting and dispositive powers
with respect to the assets held by the ESOP, including common stock of the
issuer, in accordance with the fiduciary responsibility requirements imposed
by Section 404 of the Employee Retirement Income Security Act of 1974, as
amended.
