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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Act of 1934
(Amendment No. Two)*
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Avondale Financial Corp.
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
054341 10 2
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [X] (A fee
is not required only if the filing 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).
*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
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CUSIP NO. 054341102 13G Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Avondale Financial Corp. Employee Stock Ownership Plan
IRS I.D. No. 36-3895923
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OR GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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5 SOLE VOTING POWER
NUMBER OF 126,958**
SHARES -----------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
151,306**
OWNED BY
-----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 278,264**
PERSON -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,264**
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.76%
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12 TYPE OF REPORTING PERSON*
EP
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** See Item 4
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CUSIP NO. 054341102 13G Page 3 of 8 Pages
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1 NAMES 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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OR GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF 126,958**
SHARES -----------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
151,306**
OWNED BY
-----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 278,264**
PERSON -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,264**
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.76%
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12 TYPE OF REPORTING PERSON*
BK
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** See Item 4
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Item 1 (a) Name of Issuer:
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Avondale Financial Corp. (the "Corporation")
Item 1 (b) Address of Issuer's Principal Executive Offices:
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20 North Clark Street
Chicago, Illinois 60602-4109
Item 2 (a) Name of Persons Filing:
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Avondale Financial Corp. Employee Stock Ownership Plan (the "ESOP").
Pursuant to applicable regulations, First Bankers Trust Company,
N.A. (the "Trustee"), the Trustee of the ESOP may also be deemed to
be a "beneficial owner" of the shares held by the ESOP which have
not been allocated to a specific participant account, as described
below.
Item 2 (b) Address of Principal Business Office:
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The business address of the ESOP is:
20 North Clark Street
Chicago, Illinois 60602-4109
The business address of the Trustee of the ESOP is:
1201 Broadway
Quincy, Illinois 62301-3566
Item 2 (c) Citizenship:
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The ESOP trust was established under the laws of the State of
Illinois. The Trustee is a national bank incorporated under the laws
of the United States.
Item 2 (d) Title of Class of Securities:
-----------------------------
Common stock, par value $.01 per share.
Item 2 (e) CUSIP Number: 054341 10 2
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Item 3 This statement is filed pursuant to the Rule 13d-1(b). The persons
filing are an Employee Benefit Plan, which is subject to the
Employee Retirement Income Security Act of 1974, as amended, and the
Trustee thereof.
Page 4 of 8
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Item 4 Ownership:
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The ESOP holds an aggregate of 278,264 shares (8.76% of the
outstanding shares of the class) of the Corporation. Of the 278,264
shares held, the ESOP has sole voting power with respect to 126,958
of such shares and sole dispositive power with respect to 278,264
shares. The ESOP has shared voting power with the participants with
respect to the 151,306 shares which have been allocated to the
accounts of individual participants.
First Bankers Trust Company, N.A., the Trustee of the ESOP, may be
deemed under applicable regulations to "beneficially" own the shares
held by the ESOP. However, the Trustee expressly disclaims
beneficial ownership of the shares held by the ESOP. Other than the
shares held by the ESOP, the Trustee does not beneficially own any
shares of Corporation Common Stock.
Pursuant to Section 8.2 of Article VIII of the ESOP, participants in
the ESOP are entitled to instruct the Trustee of the ESOP as to the
voting of the shares allocated to their accounts. The Trustee is
required to vote the shares held by the ESOP which have not been
allocated to specific accounts on each issue with respect to which
shareholders are entitled to vote in the proportion that the
participants had voted the shares allocated to their accounts with
respect to such issue. As of the date hereof, 151,306 shares had
been allocated to the accounts of individual participants.
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:
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The ESOP shares are held on behalf of the ESOP participants pursuant
to the terms of the Avondale Financial Corp. Employee Stock Ownership
Plan and Trust Agreement.
Pursuant to Section 8.4 of Article VIII of the ESOP, dividends paid
with respect to shares are allocated to participants' accounts in the
ESOP as of the record date for the dividend payment and may be paid
in cash to the participants, pursuant to the directions of the Board
of Directors of the Corporation. Absent such direction by the Board
of Directors, cash from the payment of dividends is retained in the
accounts of participants or, to the extent permitted by law, may be
used to repay the ESOP loan. The Trustee has the right to sell
allocated shares held by the ESOP, the proceeds from which are
allocated to the accounts of individual participants. The Trustee
also may sell unallocated shares, to the extent such shares are not
pledged to secure borrowed funds. With respect to unallocated
shares, cash received from the sale of shares or payment of dividends
is retained in the ESOP trust and may be used to purchase additional
shares or to repay the ESOP loan.
Page 5 of 8
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Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on the Parent Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
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Not Applicable.
Item 9 Notice of Dissolution of Group:
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Not Applicable.
Item 10 Certification:
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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.
Page 6 of 8
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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.
Date: June 10, 1998 AVONDALE FINANCIAL CORP.
------------- EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ Carmen Walch
----------------
First Bankers Trust Company, N.A.,
Trustee
Name: Carmen Walch
Title: Trust Officer
Date: June 10, 1998 FIRST BANKERS TRUST COMPANY, N.A.
-------------
By: /s/ Patricia Brink
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Name: Patricia Brink
Title: Cashier
Page 7 of 8
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June 10, 1998
Avondale Financial Corp.
Employee Stock Ownership Plan
20 North Clark Street
Chicago, Illinois 60602-4109
Dear Sir/Madam:
This letter hereby confirms the agreement and understanding between you and the
undersigned that the Schedule 13G being filed with the Securities and Exchange
Commission on or about this date is being filed on behalf of each of us.
Sincerely,
FIRST BANKERS TRUST COMPANY, N.A.
By: /s/ Patricia Brink
------------------
Name: Patricia Brink
Title: Cashier
AVONDALE FINANCIAL CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ Carmen Walch
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First Bankers Trust Company, N.A.
Trustee
Name: Carmen Walch
Title: Trust Officer
Page 8 of 8
