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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
FIRST PALM BEACH BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
33589B105
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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 that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1. NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
First Bank of Florida Employee Stock Ownership Plan
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2. CHECK THE APPROPRIATE BOX IF A MEMBER A GROUP*
(a) / /
(b) / /
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Employee benefit plan of a Delaware corporation
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NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER 0
EACH
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER 0
WITH
8. SHARED DISPOSITIVE POWER 372,450
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
372,450
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4% of 5,054,746 shares of Common Stock outstanding as of December 31, 1997
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12. TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1(a)
NAME OF ISSUER: First Palm Beach Bancorp, Inc. ("Company")
ITEM 1(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 450 S. Australian Avenue
West Palm Beach, FL 33401
ITEM 2(a)
NAME OF PERSON FILING: ESOP Committee
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: First Palm Beach Bancorp, Inc.
450 S. Australian Avenue
West Palm Beach, FL 33401
ITEM 2(c)
CITIZENSHIP: Employee benefit plan of Delaware corporation.
ITEM 2(d)
TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share
("Common Stock").
ITEM 2(e)
CUSIP NUMBER: 33589B105
ITEM 3
The person filing is an:
(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.
ITEM 4
OWNERSHIP:
The following information with respect to the Plan's ownership of
Common Stock is provided as of December 31, 1997. None of the shares
set forth below constitute shares the beneficial ownership of which the
Plan had the right to acquire within 60 days following such date.
<TABLE>
<S> <C>
(a) AMOUNT BENEFICIALLY OWNED...........................................372,450
(b) PERCENT OF CLASS........................................................7.4%
(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.......................0
(iii) SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF................0
(iv) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF........372,450
</TABLE>
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The Plan was adopted by the Board of Directors of the Company,
effective as of January 1, 1993, as amended and restated effective as of April
1, 1995 and further amended effective October 15, 1996 and November 18, 1997. It
is a tax-qualified plan under the Internal Revenue Code of 1986, as amended. The
Plan is administered by the ESOP Committee ("Committee"). The Committee
currently consists of three directors of the Company, two of whom are also
officers of the Company, and the assets of the Plan are held in a trust
("Trust") for which Marine Midland Bank serves as trustee ("Trustee").
Pursuant to the written plan document governing the Plan ("Plan
Document"), each Participant in the Plan ("Participant") is entitled to direct
the Trustee as to the manner in which Common Stock held by the Plan and
allocated to his or her account is voted on all matters on which stockholders of
the Company may vote. Any unallocated Common Stock is generally required to be
voted by the Trustee in the interest of ESOP Participants and their
beneficiaries. Each Participant also has the right to direct whether Common
Stock held by the Plan and allocated to his or her account should be delivered
by the Trustee in response to a tender offer made to holders of Common Stock and
to direct the assertion of dissenters' rights with respect to any matter in
which holders of Common Stock have the right to assert such rights. Any
unallocated Common Stock is generally required to be delivered by the Trustee in
response to a tender offer, and dissenters' rights with respect to such
unallocated Common Stock are required to be asserted, in the interest of ESOP
Participants and their beneficiaries. Notwithstanding the foregoing, the Trustee
is required to vote or deliver, or to assert dissenters' rights with respect to,
all unallocated Common Stock in a manner determined by the Trustee to be in the
best interests of Participants and their beneficiaries.
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ITEM 5
Not applicable.
ITEM 6
Dividends declared on Common Stock held by the Plan which have been
allocated to the account of a Participant are allocated to the account of such
Participant. Such dividends may be held and invested in the same manner as funds
generally held or invested by the Plan which are not invested in Common Stock,
distributed to Participants in accordance with and at such time as provided in
the Plan Document, or used to pay debt incurred to finance the purchase of the
Common Stock that generated the dividends. Participants may receive, or direct
the receipt of, proceeds of the sale of Common Stock held by the Plan and
allocated to their accounts to the extent they have become vested in such Common
Stock and at such times as provided in the Plan Document. Dividends declared on
Common Stock held by the Plan and not allocated to the account of a Participant
are used to repay any loan made to the Plan for the purpose of enabling it to
purchase Common Stock. No Participant has the right to receive or the power to
direct the receipt of dividends on, or the proceeds of the sale of, a number of
shares held by the Plan which exceeds 5% of the Common Stock issued and
outstanding as of the date hereof.
ITEM 7
Not applicable.
ITEM 8
Not applicable.
ITEM 9
Not applicable.
ITEM 10
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 purposes or effect.
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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.
Date: February 12, 1998.
FIRST PALM BEACH BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN
By: ESOP Committee
By: /s/ LOUIS O. DAVIS, JR.
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Louis O. Davis, Jr.
Member
By: /s/ FRED A. GREENE
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Fred A. Greene
Member
By: /s/ R. RANDY GUEMPLE
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R. Randy Guemple
Member
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