UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
---
FFY Financial Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
302 42U
- --------------------------------------------------------------------------------
(CUSIP Number)
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).
Page 1 of 8 Pages
<PAGE>
CUSIP NO.
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only)
FFY Financial Corp. Employee Stock Ownership and 401(k) Plan
IRS I.D. No. 34-1735753
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The Plan trust was formed under the laws of the State of Ohio.
NUMBER OF 5 SOLE VOTING POWER
SHARES 529,226
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 457,775
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
987,001
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
987,001
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%
12 TYPE OF REPORTING PERSON
EP
Page 2 of 8 Pages
<PAGE>
CUSIP NO.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
First Bankers Trust Company, N.A.
IRS I.D. No. 37-0622729
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
NUMBER OF 5 SOLE VOTING POWER
SHARES 529,226
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 457,775
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
987,001
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
987,001
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%
12 TYPE OF REPORTING PERSON*
BK
Page 3 of 8 Pages
<PAGE>
ITEM 1(a) Name of Issuer:
--------------
FFY Financial Corp. (the "Corporation")
ITEM 1(b) Address of Issuer's Principal Executive Officers:
-------------------------------------------------
724 Boardman-Poland Road
Youngstown, Ohio 44512
ITEM 2(a) Names of Persons Filing:
------------------------
FFY Financial Corp. Employee Stock Ownership and 401(k)
Plan (the "KSOP").
First Bankers Trust Company, N.A. (the "Trustee"), the trustee of
the KSOP. The Trustee may also be deemed to beneficially own the
shares held by the KSOP.
ITEM 2(b) Address of Principal Business Office:
-------------------------------------
The business address of the KSOP is:
c/o FFY Financial Corp.
724 Boardman-Poland Road
Youngstown, Ohio 44512
The business address of the Trustee is:
First Bankers Trust Co., N.A.
Broadway at 12th Street
Quincy, Illinois 62301-3566
ITEM 2(c) Citizenship:
------------
The KSOP trust was formed under the laws of the State of Ohio. The
Trustee is a national bank organized under the laws of the United
States.
ITEM 2(d) Title of Class of Securities:
-----------------------------
Common stock, par value $.01 per share (the "Common Stock").
ITEM 2(e) CUSIP Number:
ITEM 3 If this statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is:
(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 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) [ ] 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 3(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) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Page 4 of 8 Pages
<PAGE>
ITEM 4 Ownership:
----------
The KSOP holds an aggregate of 987,001 shares of Common Stock (14.4%
of the outstanding shares). Of the 987,001 shares held, the KSOP has
sole voting power with respect to 529,226 of such shares and sole
dispositive power with respect to all 987,001 of such shares. The KSOP
has shared voting power with the KSOP participants with respect to the
457,775 shares which have been allocated and contributed to
participant ESOP and 401(k) matching accounts.
The Trustee may be deemed to beneficially own the 987,001 shares held
by the KSOP. However, the Trustee expressly disclaims beneficial
ownership of all of such shares. Other than the shares held by the
KSOP, the Trustee does not beneficially own any shares of Common
Stock.
Pursuant to the KSOP, participants in the KSOP are entitled to
instruct the Trustee as to the voting of the shares allocated and
contributed to their ESOP and 401(k) matching accounts. The Trustee is
required to vote the shares held by the KSOP which have not been
allocated or contributed to specific accounts on each issue with
respect to which shareholders are entitled to vote in the same manner
that the Trustee is directed to vote by a majority of the plan
participants who directed the Trustee as to the manner of voting the
shares allocated to their ESOP accounts.
ITEM 5. Ownership of Five Percent or Less of a Class:
---------------------------------------------
Not Applicable.
ITEM 6. Ownership of More Than Five Percent on Behalf of
------------------------------------------------
Another Person:
---------------
Not Applicable.
Page 5 of 8 Pages
<PAGE>
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:
------
Not Applicable.
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 and 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 in and
are not held in connection with or as a participant in any transaction
having such purpose or effect.
Page 6 of 8 Pages
<PAGE>
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.
FFY FINANCIAL CORP.
Date: November 1, 1999 EMPLOYEE STOCK OWNERSHIP AND 401(k) PLAN
----------------
By:/s/ Carmen Walch
-------------------------------
First Bankers Trust Company,
N.A., as Trustee
Name: Carmen Walch
Title: Trust Officer
Date: November 1, 1999 FIRST BANKERS TRUST COMPANY, N.A.
----------------
By:/s/ Deborah J. Staff
-------------------------------
Name: Deborah J. Staff
Title: Administrative Assistant
Page 7 of 8 Pages
