FIRST SHENANGO BANCORP INC
SC 13G/A, 1998-02-17
SAVINGS INSTITUTION, 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. 1)*




                          First Shenango Bancorp, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   336409 10 7
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

* The  remainder of the 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).

                         (Continued on following pages)

                                Page 1 of 4 pages



<PAGE>



CUSIP No. 336409 10 7              Schedule 13G                Page 2 of 4 Pages
          ------------          --------------------

1.       Name of Reporting Person
         S.S. or I.R.S. Identification Number of above person:

         First Federal Savings Bank of New Castle
         Employee Stock Ownership Plan

2.       Check the appropriate box if a member of a group*

                  (a)   |X|                          (b)   |_|

3.       SEC Use Only

4.       Citizenship or Place of Organization:  Pennsylvania

Number of Shares Beneficially Owned by Each Reporting Person with:

5.       Sole Voting Power:                                        0
                                                              ------------

6.       Shared Voting Power:                                   106,508
                                                              ------------

7.       Sole Dispositive Power:                                   0
                                                              ------------

8.       Shared Dispositive Power:                              106,508
                                                              ------------

9.       Aggregate Amount Beneficially Owned by Each Reporting Person:
           106,508
         ------------

10.      Check Box If The Aggregate Amount in Row (9) Excludes Certain
         Shares*

11.      Percent of Class Represented by Amount in Row 9: 5.15 %
                                                         ------

12.      Type of Reporting Person*: EP



                                * SEE INSTRUCTION


<PAGE>



                                                                     Page 3 of 4

                       Securities and Exchange Commission
                             Washington, D.C. 20549

Item 1(a)         Name of Issuer:  First Shenango Bancorp, Inc.
                  ---------------

Item 1(b)         Address of Issuer's Principal Executive Offices:
                  ------------------------------------------------

                  P.O. Box 671
                  25 North Mill Street
                  New Castle, Pennsylvania  16103

Item 2(a)         Name of Person Filing:
                  ----------------------

         First Federal Savings Bank of New Castle
         Employee Stock Ownership Plan

Item 2(b)         Address of Principal Business Office:  Same as Item 1(b)
                  -------------------------------------  -----------------

Item 2(c)         Citizenship:  Pennsylvania
                  ------------

Item 2(d)         Title of Class of Securities:  Common Stock
                  -----------------------------

Item 2(e)         CUSIP Number:                     336409 10 7
                  ------------                      -----------

Item 3            Check whether the person filing is a:
                  ------------------------------------

Item  3(f)    X   Employee  Benefit  Plan,  Pension Fund which is subject to the
             ---  provisions of the Employee Retirement Income Security  Act  of
                  1974.

Item 3(h)     X   Group, in accordance with Rule 13d- 1(b)(1)(ii)(H).
             ---

Item 3(a)(b)(c)(d)(e)(g) - not applicable.

Item 4(a)         Amount Beneficially Owned:                          106,508

Item 4(b)         Percent of Class:  5.15%

Item 4(c) Number of shares as to which such person has:

                  (i)      sole power to vote or to direct the vote     -0-
                                                                      -------

                  (ii)     shared power to vote or to direct the
                           vote                                       106,508
                                                                      -------

                  (iii)sole power to dispose or to direct the
                       disposition of                                   -0-
                                                                      -------

                  (iv)     shared power to dispose or to direct the
                           disposition of                             106,508
                                                                      -------




<PAGE>



                                                                     Page 4 of 4

Item 5            Ownership of Five Percent or Less of Class:
                  ------------------------------------------

                                 Not Applicable

Item 6            Ownership of More than Five Percent on Behalf of Another
                  --------------------------------------------------------
                  Person:
                  ------

                                 Not applicable.

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  Employee
                  Stock  Ownership Plan ("ESOP")  identified in Item 2(a) by the
                  ESOP Committee and the ESOP Trustee both filing under the Item
                  3(f) and 3(h) classifications. Exhibit A contains a disclosure
                  of the voting and dispositive powers over shares of the issuer
                  held directly by these entities exclusive of those shares held
                  by the  ESOP as well as  identification  of  members  of these
                  groups.

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>



SIGNATURE:

         After reasonable inquiry and to the best of my knowledge and belief, as
a member  of the ESOP  Committee  and as an ESOP  Trustee,  I  certify  that the
information set forth in this statement is true, complete and correct.



/s/ William G. Eckles, II                                    2/13/98
- ----------------------------------                           -------
William G. Eckles, II,  as Trustee                            Date



/s/Richard E. Rentz, Jr.                                     2/12/98
- ----------------------------------                           -------
Richard E. Rentz, Jr. as Trustee                              Date



/s/ R. Joseph Hrach                                          2/13/98
- ----------------------------------                           -------
R. Joseph Hrach, as Trustee                                   Date





<PAGE>


Exhibit A
- ---------

                       Identification of Members of Group
                       ----------------------------------

         Shares of common  stock of the issuer are held in trust for the benefit
of participating  employees by the ESOP Trustee.  The ESOP Trustee shares voting
and  dispositive  power with the ESOP  Committee.  By the terms of the ESOP, the
ESOP  Trustee  votes  stock  allocated  to  participant  accounts as directed by
participants.  Stock held by the ESOP Trust,  but not yet  allocated is voted by
the ESOP  Trustee as directed by the ESOP  Committee.  Investment  direction  is
exercised  by the ESOP  Trustee  as  directed  by the ESOP  Committee.  The ESOP
Committee and the ESOP Trustee share voting and  dispositive  power with respect
to  the  unallocated  stock  held  by  the  ESOP  pursuant  to  their  fiduciary
responsibilities  under Section 404 of the Employee  Retirement  Income Security
Act of 1974, as amended.

         Members of the ESOP  Committee and ESOP  Trustees and their  beneficial
ownership of shares of common stock of the issuer exclusive of membership on the
ESOP  Committee  and as ESOP  Trustee  and of  shares  beneficially  owned  as a
Participant in the ESOP are as follows:

                                  Beneficial                Beneficial Ownership
    Name                          Ownership (1)              as ESOP Participant
- --------------------------------------------------------------------------------

William G. Eckles, II                24,062                          -0-
Richard E. Rentz, Jr.                28,267                          -0-
R. Joseph Hrach                       5,100                          -0-




- --------------------
(1)  Includes shares of common stock of issuer owned in conjunction  with family
     members.  The ESOP Committee and ESOP Trustee  disclaim  ownership of these
     shares  in  conjunction  with the  exercise  of their  fiduciary  duties as
     members of the ESOP Committee and as ESOP Trustee.





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