SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
First Independence Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
32054B103
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(CUSIP Number)
James B. Mitchell
Myrtle and Sixth Streets
Independence, Kansas 67301
(316) 331-1660
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 3, 2000
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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).
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SCHEDULE 13D
CUSIP No. 32054B103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
James B. Mitchell
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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. SOURCE OF FUNDS
PF, SC
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5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) __
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
32,558
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8. SHARED VOTING POWER
NUMBER OF
SHARES 21,285
BEBEFICIALLY -------- ----------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH 22,658
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10. SHARED DISPOSITIVE POWER
31,185
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
53,843
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES __
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.3%
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14. TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of First
Independence Corporation ("First Independence") with its main office located at
Myrtle and Sixth Streets, Independence, Kansas 67301. All listed amounts have
been adjusted to reflect the two-for-one stock split paid by First Independence
in the form of a 100% stock dividend on January 24, 1997.
ITEM 2. IDENTITY AND BACKGROUND
The name and address of the person filing this statement is James B.
Mitchell, at Myrtle and Sixth Streets, Independence, Kansas 67301. Mr. Mitchell
is the Chief Financial Officer of First Independence. During the last five
years, Mr. Mitchell has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in him being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or being found in violation with respect to such laws.
Mr. Mitchell is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 5, 1993, in connection with First Independence's initial
public offering of Common Stock, Mr. Mitchell acquired, 15,880 shares of Common
Stock. Between October 5, 1993 and the date hereof, Mr. and Mrs. Mitchell and
their minor children, beneficially acquired 6,245 shares of Common Stock. The
acquisitions of the foregoing Common Stock were made with personal funds for an
aggregate purchase price of approximately $135,388.
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On October 5, 1993 Mr. Mitchell was awarded 7,272 shares of restricted
Common Stock, which vested annually over a five year period and are fully vested
as of the date hereof. Also, on October 5, 1993, Mr. Mitchell was awarded
options to purchase 14,546 shares of Common Stock at an exercise price equal to
the fair market value of the Common Stock on the date of grant. All of the
14,546 options that were awarded on October 5, 1993 have vested as of the date
hereof. The awards of restricted Common Stock and options were granted to Mr.
Mitchell at no cost to him. On February 2, 2000, Mr. Mitchell exercised 5,000 of
these options. This exercise of options was made with personal funds for an
aggregate purchase price of approximately $25,000.
From September 30, 1994 through the date hereof, Mr. Mitchell acquired
9,900 shares of Common Stock through the First Independence Corporation Employee
Stock Ownership Plan, for which First Bankers Trust, N.A. acts as Trustee. These
shares were purchased with funds contributed by First Federal Savings and Loan
Association of Independence, the subsidiary of First Independence for an
aggregate purchase price of approximately $50,000.
ITEM 4. PURPOSE OF TRANSACTION
All of the shares acquired by Mr. Mitchell, directly or indirectly,
were acquired for investment purposes. Mr. Mitchell may, from time to time,
depending upon market conditions and other investment considerations, purchase
additional shares of First Independence for investment purposes or dispose of
shares of First Independence. As an officer of First Independence, Mr. Mitchell
regularly explores potential actions and transactions which may be advantageous
to First Independence, including, but not limited to, possible mergers,
acquisitions, reorganizations or other material changes in the business,
corporate structure, management, policies, governing instruments,
capitalization, securities or regulatory or reporting obligations of First
Independence.
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Except as noted above, Mr. Mitchell has no plans or proposals which
relate to or would result in:
(a) the acquisition by any person of additional securities of First
Independence, or the disposition of securities by First Independence;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving First Independence or any of its
subsidiaries;
(c) a sale or transfer of material amount of assets of First
Independence or any of its subsidiaries;
(d) any change in the present Board of Directors or management of First
Independence, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend
policy of First Independence;
(f) any other material change in First Independence's business or
corporate structure;
(g) changes in First Independence's articles of incorporation, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of First Independence by any persons;
(h) causing a class of securities of First Independence to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-quotation system of a registered national securities association;
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(i) a class of equity securities of First Independence becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or (j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Mitchell beneficially owns an aggregate of 53,843 shares of
Common Stock, constituting 5.3% of the number of shares of such Common Stock
outstanding on the date hereof.
(b) With respect to the 53,843 shares of Common Stock owned
beneficially by Mr. Mitchell, such amounts include:
(1) 23,012 shares over which Mr. Mitchell has sole voting
power.
(2) 21,285 shares over which Mr. Mitchell shares voting power
with his spouse, R. Dianne Mitchell, whose address is
Myrtle and Sixth Streets, Independence, Kansas 67301. Mrs.
Mitchell is a substitute teacher for the Independence,
Kansas School District. During the last five years, Mrs.
Mitchell has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in her being subject to a judgment, decree or
final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or being found in violation with respect
to such laws. Mrs. Mitchell is a citizen of the United
States of America.
(3) 13,112 shares of Common Stock over which Mr. Mitchell has
sole dispositive power.
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(4) 21,285 shares of Common Stock over which Mr. Mitchell has
shared dispositive power, with Mrs. Mitchell (SEE
paragraph (2) above).
(5) 9,900 shares of Common Stock over which Mr. Mitchell has
shared dispositive power, with First Bankers Trust, N.A.
First Bankers Trust, N.A. is an Illinois chartered bank
with its principal business address at 2321 Koch's Lane,
P.O. Box 3566, Quincy, Illinois 62305-3566.
(6) Options to purchase 9,546 shares of Common Stock which
upon exercise Mr. Mitchell will have sole voting and sole
dispositive power.
(c) The following transaction involving Mr. Mitchell's beneficial
ownership of Common Stock was effected in the past sixty days:
(1) On February 2, 2000, Mr. Mitchell exercised options to
acquire 5,000 shares of common stock.
(2) On February 3, 2000, First Independence repurchased 32,000
shares of Common Stock in an open market purchase reducing
the number of shares outstanding and increasing Mr.
Mitchell's ownership percentage over 5%.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares held by Mr. Mitchell.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Mitchell and any other person with respect to
any securities of the issuer, including but not limited to, transfer or voting
of any of such securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, divisions of profits or loss,
<PAGE>
or the giving or withholding of proxies. None of the Common Stock beneficially
owned by Mr. Mitchell are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over such shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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: FEBRUARY 15, 2000 /S/ JAMES B. MITCHELL
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James B. Mitchell
