UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GF Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
361603 10 3
(CUSIP Number)
Cynthia A. Shafer, Vorys, Sater, Seymour and Pease, Suite 2100, Atrium Two,
221 East Fourth Street, Cincinnati, Ohio 45202 (513) 723-4009
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 19, 1996
(Date of Event which Requires Filing of this Statement)
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 this statement. ____
(A fee is not required only 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 thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: 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 containing 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 1 of 5 Pages
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SCHEDULE 13D
CUSIP NO. 361603 10 3 Page 2 of 5 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON:
John T. Baker
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ____
(b) ____
3. SEC USE ONLY:
4. SOURCE OF FUNDS:
PF
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 22,602
8. SHARED VOTING POWER: 3,300
9. SOLE DISPOSITIVE POWER: 20,011
10. SHARED DISPOSITIVE POWER: 3,300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
25,902
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.5%
14. TYPE OF REPORTING PERSON:
IN
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<PAGE>
Item 1. Security and Issuer
Common Stock
GF Bancorp, Inc.
1 North Plum Street
Germantown, Ohio 45327
Item 2. Identity and Background
(a) John T. Baker;
(b) 18 Sue Drive
Germantown, Ohio 45327
(c) President and Chief Executive Officer of the Issuer and
President, Chief Executive Officer and Chairman of the
Issuer's wholly-owned subsidiary,
Germantown Federal Savings Bank
("Germantown Federal") 1 North Plum Street
Germantown, Ohio 45327
(d) During the last five years, Mr. Baker has not been
convicted in a criminal proceeding;
(e) During the last five years, Mr. Baker has not been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with
respect to such laws; and
(f) Mr. Baker is a citizen of the United States of America.
Item 3. Source and Amount of Funds and Other Consideration
The shares purchased by Mr. Baker were purchased with $37,510 of personal
savings and, through his individual retirement account ("IRA"), $22,000 of
funds in his IRA. The shares purchased by Mrs. Baker were purchased with
$15,000 of personal savings and, through her IRA, $18,000 of funds in her IRA.
The shares awarded to Mr. Baker pursuant to the Germantown Federal Savings
Bank Management Stock Bonus Plan (the "MSBP") were purchased by the MSBP with
funds of Germantown Federal.
Item 4. Purpose of Transaction
The shares held directly by Mr. and Mrs. Baker were acquired for
investment. The options and shares awarded under the MSBP were received
pursuant to benefit plans of the Issuer.
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Item 5. Interest in Securities of the Issuer
(a) Mr. Baker beneficially owns 25,902 shares, which is 8.5% of the total
issued and outstanding common shares of the Issuer. Such amount is comprised
of 13,568 shares and options to purchase 12,334 shares.
(b) Mr. Baker has sole voting and dispositive power with respect to the
7,677 shares held directly by him and by his IRA and the 12,334 shares that
may be acquired upon the exercise of options; shared voting and dispositive
power with respect to 3,300 shares held by his wife and her IRA; and sole
voting power but no dispositive power with respect to 2,591 shares awarded,
but not earned, pursuant to the MSBP.
Mr. Baker's wife, Sandra K. Baker, is an insurance agent, and owner and
President of Baker & Associates Agency, Inc., 437 E. Central Avenue,
Miamisburg, Ohio 45342. Mr. Baker shares voting and dispositive power with
respect to the 3,300 shares held by Mrs. Baker. Mrs. Baker has not been
convicted in a criminal proceeding nor been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws during the last five years.
Mrs. Baker is a citizen of the United States of America.
(c) Mr. Baker was awarded on September 16, 1993, an option to purchase
12,334 shares of the Issuer under the GF Bancorp, Inc., 1993 Stock Option
Plan. Such option is first exercisable at the rate of one third on January 19,
1995; two thirds on September 17, 1995; and in full on September 17, 1996. The
per share exercise price of such option is $10.00.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
between Mr. Baker and any other person with respect to any securities of the
Issuer, except the option plan and an award agreement pursuant to the option
plan; and the MSBP and an award agreement pursuant thereto.
Item 7. Material to be Filed as Exhibits
Exhibit A: GF Bancorp, Inc., 1993 Stock Option Plan
Exhibit B: Stock Option Agreement
Exhibit C: Germantown Federal Savings Bank
Management Stock Bonus Plan and Trust Agreement
Exhibit D: Restricted Stock Agreement
All of such Exhibits are incorporated by reference to the Schedule 13D
filed with the SEC by Mr. Baker on July 20, 1995.
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<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.
/s/ John T. Baker
Signature
John T. Baker
Name
July 19, 1996
Date
