UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange act of 1934
(Amendment No. )*
Tri-County Bancorp, Inc.
(Name of Issuer)
Common Stock Par Value $.01
(Title of Class of Securities)
895452100000
(CUSIP Number)
Check the following box if a fee is being paid with this statement . (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>
CUSIP NO. 895452100000 13G PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Tri-County Federal Savings Bank Employee Stock Ownership Plan
83-0306923
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)___
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3 SEC USE ONLY
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4 CITIZENS OR PLACE OF ORGANIZATION
Wyoming
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5 SOLE VOTING POWER
NUMBER OF -0-
SHARES -------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 117,820
EACH -------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH -------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
117,820
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.09%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 895452100000 13G PAGE 3 OF 4 PAGES
Item 1(a). NAME OF ISSUER: Tri-County Bancorp, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICER:
2201 Main Street
Torrington, Wyoming 82240
Item 2(a) NAME OF PERSON FILING:
Tri-County Federal Savings Bank Employee Stock Ownership Plan
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: Same as Item 1(b)
Item 2(c) CITIZENSHIP: Wyoming
Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock
Item 2(e) CUSIP Number: 895452 10 0
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: 117,820
Item 4(b) PERCENT OF CLASS: 10.09%
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 117,820
(iii)sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 117,820
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.
<PAGE>
CUSIP NO. 895452100000 13G PAGE 4 OF 4 PAGES
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 Plan Committee
and the Plan Trustee both filing under the Item 3(f) classification.
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 member
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>
EXHIBIT A
IDENTIFICATION OF MEMBERS OF A GROUP
Shares of common stock of the issuer are held in trust for the benefit of
participating employees by ESOP Plan Trustee. The Plan Trustee shares voting and
dispositive power with the Plan Committee. By the terms of the Plan, the Plan
Trustee votes stock allocated to participant accounts as directed by
participants. Stock held by the Trust, but not yet allocated is voted by the
Plan Trustee as directed by the Plan Committee. Investment direction is
exercised by the Plan Trustee as directed by the Plan Committee. The Plan
Committee and the Plan 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 Plan Committee and their beneficial ownership of share of
common stock of the issuer exclusive of membership on the Plan Committee and of
shares beneficially owned as a Participant in the Plan are as follows:
DIRECT BENEFICIAL BENEFICIAL OWNERSHIP
NAME OWNERSHIP(1) AS PLAN PARTICIPANT
David C. Kellam 31,980 -0-
Carl F. Rupp 9,784 -0-
William J. Rueb 50,830 -0-
Lance H. Griggs 33,462 -0-
The Plan Trustee and their beneficial ownership of shares of common stock
of the issuer exclusive of responsibilities as a Plan Trustee are as follows:
DIRECT BENEFICIAL BENEFICIAL OWNERSHIP
NAME OWNERSHIP(1) AS PLAN PARTICIPANT
David C. Kellam 31,980 -0-
Carl F. Rupp 9,784 -0-
William J. Rueb 50,830 -0-
Lance H. Griggs 33,462 -0-
(1) Includes shares of common stock of issuer owned in conjunction with family
members. The Plan Committee and Plan Trustee(s) disclaims ownership of these
shares.
<PAGE>
SIGNATURES:
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/David C. Kellam Date: February 13, 1998
as Trustee and Plan Committee Member
/s/Carl F. Rupp Date: February 13, 1998
as Trustee and Plan Committee Member
/s/William J. Rueb Date: February 13, 1998
as Trustee and Plan Committee Member
/s/Lance H. Griggs Date: February 13, 1998
as Trustee and Plan Committee Member
