UNITED STATES
SECURITIES AND EXCHANGE COMMISION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. One )*
FFW CORPORATION
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
30242 L 10 8
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(CUSIP Number)
Nicholas M. George
1205 N. Cass St. P.O. 419
Wabash, IN 46992 (219) 563-185
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(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
APRIL 1, 1996
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(Date of Event which Requires Filing of this Statement)
<PAGE>
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 the statement [ ] . (A fee
is not required 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 therto
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 commision. 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 containg information which would alter 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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 30242L108
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nicholas M. George
313 - 46 - 0576
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORIGINATION
USA
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NUMBER OF | 7 SOLE VOTING POWER
| 31,624*
SHARES | -------------------------------------------------------
|
BENEFICIALLY | 8 SHARED VOTING POWER
| 20,295*
OWNED BY | -------------------------------------------------------
|
EACH | 9 SOLE DISPOSITIVE POWER
| 25,725*
REPORTING | -------------------------------------------------------
|
PERSON | 10 SHARED DISPOSITIVE POWER
| 20,295*
WITH |
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,919
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14 TYPE OF REPORTING PERSON
IN
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* SEE ITEM 5
<PAGE>
SCHEDULE 13D
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CUSIP NO. 30242L108
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lee Ann George
351 - 84 - 6252
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORIGINATION
USA
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NUMBER OF | 7 SOLE VOTING POWER
| 1,999
SHARES | -------------------------------------------------------
|
BENEFICIALLY | 8 SHARED VOTING POWER
| 19,295
OWNED BY | -------------------------------------------------------
|
EACH | 9 SOLE DISPOSITIVE POWER
| 1,999
REPORTING | -------------------------------------------------------
|
PERSON | 10 SHARED DISPOSITIVE POWER
| 19,295
WITH |
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,294
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
AMENDMENT ONE TO ORIGINAL SCHEDULE 13D FILED 9/14/94
Item 1 Security and Issuer
The class of equity securities to which this Amendment No. One to the
Schedule 13D relates is the Common Stock, $.01 par value per share (the "Common
Stock") of FFW Corporation ("FFW" or the "Company"), a savings and loan holding
company organized under the Delaware corporation laws with its principal office
located at 1205 N Cass Street, Wabash, IN 46992. This Amendment No. One to the
Schedule 13D is being filed in light of the Company's repurchase of shares which
reduced the number of shares outstanding; a change in the Company's Management
Recognition Plan ("MRP"); the vesting of Stock Options under the Company's Stock
Option Plan; and the allocation of shares by the Company's ESOP Plan; which
caused the reporting persons to increase by more than one percent since the
initial Schedule 13D was filed in September 1994.
Item 2 Identity and Background
The names and addresses of the persons filing this Amendment No. One to
the Schedule 13D are Nicholas M. George, 1205 N Cass Street, Wabash, IN 46992
(business) and Lee Ann George, wife of Nicholas M. George, 4185 S. 550 W.,
Wabash, IN 46992 (residence). Nicholas M. George is President and Chief
Executive Officer of the Company and its wholly-owned subsidiaries, First
Federal Saving Bank (First Federal) and FirstFed Financial of Wabash, Inc.
(FirstFed) at the address stated above. Mrs. George is a school teacher in the
Wabash Metropolitan School District.
During the last five years, neither Nicholas M. George or Lee Ann
George has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), nor has either of them been a party to a civil
proceeding of a judicial or administrative body of a competent jurisdiction
which resulted in them being subject to a judgment, decree or final order
enjoining further violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation with respect to
such laws.
Both Nicholas M. George and Lee Ann George are citizens of the United
States of America.
Item 3 Source and Amount of Funds or Other Considerations
On April 1, 1993, Nicholas M. and Lee Ann George acquired 19,295 shares
of Common Stock of FFW Corp in its initial offering at $10.00 per share for a
total purchase price of $192,950. Said shares were purchased with a combination
of personal funds and a bank loan which was made in the ordinary course of
business. On the same date, Nicholas M. and his son, David L. George, acquired
an additional 1,000 shares at $10.00 per share for a total purchase price of
$10,000. Such shares were purchased with personal funds. In addition, Nicholas
M. George purchased 1,999 shares with funds from an Individual Retirement
Account at $10.00 per share for a total purchase price of $19,990.
<PAGE>
On April 1, 1993, Nicholas M. George received an award of 10,511 shares
of restricted stock and an award of an option to purchase 21,125 shares at
$10.00 per share. Such grants were made pursuant to the Management Recognition
Plan ("MRP) and 1993 Stock Option and Incentive Plan ("Stock Option Plan") and
were made subject to ratification by shareholders of FFW at its Annual Meeting
of October 26, 1993. The grant of restricted stock is subject to forfeiture if
Nicholas M. George fails to remain in the continuous service of FFW, or one of
its subsidiaries, as a director, officer or employee for a stipulated period.
The restricted period lapse as to one-fourth of the initial award on April 1,
1994 and one-fourth of the initial award each year thereafter until April 1,
1997. During the restricted period, Mr. George has voting but no dispositive
powers with respect to such shares. Options granted to Mr. George vest at the
rate of 25% of the initial award per year. As a result, options to purchase
15,843 shares are currently exercisable and included in shares beneficially
owned by Mr. George.
An additional 3,271 shares were allocated to the account of Nicholas M.
George by the Trustee of First Federal's Employee Stock Ownership Plan (ESOP).
Of the allocations made to date by the Trustee, the information relative to the
shares attributable to Nicholas M. George's account is as follows:
<TABLE>
<CAPTION>
Date of Allocation No. Of Shares Price/Share Total Purchase Price
- ------------------ ------------- ----------- --------------------
<S> <C> <C> <C>
7/1/93 497.1184 $10.00 $4,971.18
7/1/94 1,386.0250 $10.00 $13,860.25
7/1/95 1,387.7147 $10.00 $13,877.15
</TABLE>
Pursuant to the terms of the ESOP trust, no in service withdraws from the ESOP
are permitted.
Lee Ann George acquired 1,999 shares in FFW's initial offering at
$10.00 per share for a total purchase price of $19,990. Said purchase was made
with funds from an Individual Retirement Account.
Item 4 Purpose of Transaction
All of the shares purchased by Nicholas M. George and Lee Ann George
were acquired for investment. Both Nicholas M. George and Lee Ann George may,
from time to time, depending upon market conditions, and other investment
considerations, purchase additional shares of FFW Common Stock or dispose of
shares of the same. As President and Chief Executive Officer of FFW Corp and
First Federal, Nicholas M. George regularly explores potential actions and
transactions which may be advantageous to FFW, including possible mergers,
acquisitions, reorganizations or other material changes in the business,
corporate structure, management, policies, governing instruments, securities or
regulatory or reporting obligations of FFW.
<PAGE>
Except for Mr. George's previously noted activities on behalf of FFW,
Nicholas M. George and Lee Ann George have no plans or proposals that relate to
or would result in:
(a) the acquisition by any person of additional securities of FFW, or
the disposition of securities of FFW;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving FFW or any of its
subsidiaries;
(c) a sale or transfer of material amount of assets of FFW or any of
its subsidiaries;
(d) any change in the present Board of Directors or management of FFW
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend
policy of FFW;
(f) any other material change in FFW's business or corporate structure;
(g) change in FFW's articles of incorporation, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of FFW by any persons;
(h) causing a class of securities of FFW to be deleted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-quotation system of a registered national securities
association;
(i) a class of equity securities of FFW becoming eligible to
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; and
(j) any action similar to any of those enumerated above.
Item 5 Interest in Securities of the Issuer
Nicholas M. George owns beneficially an aggregate of 51,919 shares of
FFW Corp Common Stock constituting 7.0 percent of the number of shares of such
Common Stock outstanding on the date hereof. Such amount may be itemized as
follows:
(a) Sole voting and investment power:
(i) 1,999 shares held by Winkco as custodian for the benefit of
Nicholas M. George, IRA as to which Nicholas M. George has
the right to direct both the investment and voting.
(ii) 7,883 shares of common stock held directly by Nicholas M.
George.
(iii) In addition to the shares described above, Mr. George has
15,843 shares subject to options which are currently
exercisable. This amount excludes options to purchase 5,282
shares of Common Stock subject to options, which were not
exercisable within 60 days.
<PAGE>
(b) Sole voting and no investment power:
(i) 2,628 shares of common stock awarded to Mr. George under the
MRP which shares are subject to restrictions on disposition
during the restricted period.
(ii) 3,271 shares of common stock allocated to Mr. George's
account under the ESOP. Pursuant to the terms of the ESOP,
Mr. George may instruct the Trustee as to the voting of
shares allocated to his account under the ESOP.
(c) Shared voting and investment power:
(i) 19,295 shares held jointly between Nicholas M. George and his
wife Lee Ann George.
(ii) 1,000 shares held jointly by David L. George and Nicholas M.
George. Decisions regarding voting and disposition of jointly
held shares are made by both individuals.
Mr. George may be deemed to beneficially own shares owned by his wife;
however, Mr. George expressly disclaims beneficial ownership of shares held by
Mrs. George except for shares they own jointly.
Mrs. George owns beneficially an aggregate of 21,294 shares of Common
Stock constituting 3.0% of the Company's outstanding shares. Such amount
represents:
(a) shared voting and investment power -- 19,295 shares held jointly
with Nicholas M. George; and
(b) sole voting and dispositive -- 1,999 shares held by Winkco as
Custodian for the benefit of Lee Ann George, IRA as to which Lee
Ann George has the right to direct both the voting and the
investment.
Mrs. George may be deemed to beneficially own shares held by her
husband; however, Mrs. George expressly disclaims beneficial ownership of all
shares held by Nicholas M. George, other than the 19,295 shares held jointly.
Neither Mr. nor Mrs. George has effected any transactions in the common
stock in the last 60 days.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except as indicated herein with respect to shares held jointly by
Nicholas M. and David L. George, and shares held in Mr. George's account under
the ESOP there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. & Mrs. George and any other person (other than
David L. George) with respect to any securities of FFW, including but not
limited to, transfer or voting of any such securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profit,
divisions of profit or loss, or the giving or withholding of proxies. As of the
date hereof, none of FFW's Common Stock beneficially owned by Mr. & Mrs. George
is pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such shares.
<PAGE>
Item 7 Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
<PAGE>
SIGNATURES
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.
\S\ Nicholas M. George
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Nicholas M. George
Date: June 27, 1996
\S\ Lee Ann George
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Lee Ann George
Date: June 27, 1996
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each of
them of this Schedule 13D (including further amendments thereto) and further
agree that this joint filing agreement be included as an exhibit to such joint
filings.
IN WITNESS WHEREOF, the undersigned hereby execute this joint filing
agreement this 27th day of June, 1996.
\S\ Nicholas M. George
---------------------------
Nicholas M. George
\S\ Lee Ann George
---------------------------
Lee Ann George
