SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
First Independence Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
32054B 10 3
(CUSIP Number)
Dr. Phillip Eastep, 220 North Main, Cherryvale, KS 67335, (316) 336-3766
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 27, 2000
(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 Sections
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 Rule 240.13d-7 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>
SCHEDULE 13D
CUSIP NO. 32054B 10 3
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Dr. Phillip Eastep
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (see instructions)
PF (see item 3)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 19,533
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 19,533
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,533
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions) /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.923%
14 TYPE OF REPORTING PERSON (see instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 32054B 10 3
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Michael S. Mitchell Revocable Trust, dated February 22, 1993
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (see instructions)
PF (see item 3)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 18,915
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 18,915
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,915
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions) /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.862%
14 TYPE OF REPORTING PERSON (see instructions)
OO
<PAGE>
SCHEDULE 13D
CUSIP NO. 32054B 10 3
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Jon Harrison
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (see instructions)
PF (see item 3)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 9,250
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 9,250
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,250
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions) /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.910%
14 TYPE OF REPORTING PERSON (see instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 32054B 10 3
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
John Banks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (see instructions)
PF (see item 3)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 5,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,000
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions) /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.492%
14 TYPE OF REPORTING PERSON (see instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 32054B 10 3
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Steve Waite
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (see instructions)
PF (see item 3)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 2,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,000
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions) /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.196%
14 TYPE OF REPORTING PERSON (see instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 32054B 10 3
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Demo Sales, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS (see instructions)
WC (see item 3)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
7 SOLE VOTING POWER
NUMBER OF 2,925
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,925
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,925
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions) /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.288%
14 TYPE OF REPORTING PERSON (see instructions)
CO
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock,
$.01 par value ("Common Stock"), of First Independence
Corporation, a Delaware corporation with its main office located
at Myrtle and Sixth Streets, Independence, Kansas 67301. (the
"Company"). The address of the Company's principal executive
offices is 11300 West 89th Street, Overland Park, Kansas 66214.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by the
following persons as a joint filing pursuant to Rule 13d-1(k)(1):
Dr. Phillip Eastep
Michael S. Mitchell Revocable Trust, dated February 22, 1993
Jon Harrison
John Banks
Steve Waite
Demo Sales, Inc.
(collectively, the "Reporting Persons")
DR. EASTEP:
(a) Dr. Phillip Eastep
(b) The business address of Dr. Eastep is 220 North Main,
Cherryvale, KS 67335.
(c) Dr. Eastep is a dentist, and is self-employed.
(d)-(e) During the last five years, Dr. Eastep: (i) has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (ii) has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is 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 finding any
violation with respect to such laws.
(f) Dr. Eastep is a citizen of the United States of
America.
MICHAEL S. MITCHELL REVOCABLE TRUST, DATED FEBRUARY 22, 1993:
(a) Michael S. Mitchell Revocable Trust, dated
February 22, 1993
(b) The business address of Michael S. Mitchell Revocable
Trust, dated February 22, 1993 is P.O. Box 753, Chanute, KS 66720.
(c) Not applicable
(d)-(e) During the last five years, Mr. Mitchell: (i) has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (ii) has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is 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 finding any
violation with respect to such laws.
(f) United States of America
JON HARRISON:
(a) Jon Harrison
<PAGE>
(b) The business address of Mr. Harrison is 6507 N. 127th
Street, Wichita, KS 67226.
(c) Mr. Harrison is a dentist and is self-employed.
(d)-(e) During the last five years, Mr. Harrison: (i) has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (ii) has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is 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 finding any
violation with respect to such laws.
(f) Mr. Harrison is a citizen of the United States of
America.
JOHN BANKS:
(a) John Banks
(b) The business address of Mr. Banks is 1824 Lawndale, El
Dorado, KS 67042.
(c) Mr. Banks is the owner of Banks Companies, Inc.
(d)-(e) During the last five years, Mr. Banks: (i) has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (ii) has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is 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 finding any
violation with respect to such laws.
(f) Mr. Banks is a citizen of the United States of America.
STEVE WAITE:
(a) Steve Waite
(b) The business address of Mr. Waite is 719 Meadow Road,
El Dorado, KS 67042.
(c) Mr. Waite is Banking Center President for Community
National Bank, El Dorado.
(d)-(e) During the last five years, Mr. Waite: (i) has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (ii) has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is 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 finding any
violation with respect to such laws.
(f) Mr. Waite is a citizen of the United States of America.
DEMO SALES, INC.:
(a) Demo Sales, Inc.
(b) The business address of Demo Sales, Inc. is 2930
Terrace Drive, Independence, KS 67301.
(c) Demo Sales, Inc. is a Kansas corporation.
(d)-(e) The Directors and Executive Officers of Demo Sales,
Inc. are: Don C. Demo, Donna M. Demo, Daniel D. Demo and Dianna D.
Demo. Demo Sales, Inc. is majority owned and controlled by Don C.
Demo. During the last five years, Mr. Demo: (i) has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (ii) has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
<PAGE> future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Demo Sales, Inc. is organized in Kansas.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
During the month of March, Dr. Phillip Eastep acquired 2,600
shares of Common Stock for a total beneficial ownership of 19,533
shares of Common Stock, Michael S. Mitchell Revocable Trust, dated
February 22, 1993 acquired 6,000 shares of Common Stock for a total
beneficial ownership of 18,915 shares of Common Stock, Jon Harrison
acquired 0 shares of Common Stock for a total beneficial ownership
of 9,250 shares of Common Stock, John Banks acquired 5,000 shares of
Common Stock for a total beneficial ownership of 5,000 shares of
Common Stock, Steve Waite acquired 2,000 shares of Common Stock for a
total beneficial ownership of 2,000 shares of Common Stock and Demo
Sales, Inc. acquired 0 shares of Common Stock for a total
beneficial ownership of 2,925 shares of Common Stock . The
acquisitions of the foregoing Common Stock during the month of
March were made with personal funds and working capital for an
aggregate purchase price of approximately $127,980. No part of
the purchase price is or will be represented by funds or other
consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the securities.
ITEM 4. PURPOSE OF TRANSACTION
All of the shares of Common Stock acquired by the Reporting
Persons were acquired for investment purposes. The Reporting
Persons will continuously evaluate their ownership of shares of
Common Stock and the Issuer's business and industry. Depending
on market conditions and other factors that the Reporting Persons
may deem material to their investment decision, each of the
Reporting Persons may from time to time acquire additional shares
of Common Stock in the open market or in privately negotiated
transactions or may dispose of all or a portion of the shares of
Common Stock that such Reporting Person now owns or may hereafter
acquire. Accordingly, the Reporting Persons should not be
considered passive investors.
Except as set forth in this statement on Schedule 13D, none
of the Reporting Persons has any plans or proposals which relate
to or which would result in the occurrence of any of the actions
specified in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)
NAME NUMBER OF SHARES PERCENT OF SHARES
OUTSTANDING
Dr. Phillip Eastep 19,533 1.923%
Michael S. Mitchell
Revocable Trust,
dated February 22, 1993 18,915 1.862%
Jon Harrison 9,250 0.910%
John Banks 5,000 0.492%
Steve Waite 2,000 0.196%
Demo Sales, Inc. 2,925 0.288%
(b) Each person listed in Item 5(a) has sole voting and
dispositive power over the shares they own.
(c) On March 14, 2000, Dr. Phillip Eastep purchased 1,600
shares at a price of $8.625 per share, through a broker.
On March 21, 2000, Dr. Phillip Eastep purchased 1,000
shares at a price of $8.0625 per share, through a
broker.
<PAGE>
On March 22, 2000, Michael S. Mitchell Revocable Trust,
dated February 22, 1993 purchased 6,000 shares at a price
of $7.813 per share, through a broker.
On March 27, 2000, John Banks purchased 5,000 shares at
a price of $7.9375 per share, through a broker.
On March 27, 2000, Steve Waite purchased 2,000 shares
at a price of $7.9375 per share, through a broker.
On March 28, 2000, Dr. Phillip Eastep purchased 450
shares at a price of $8.1705 per share, through a
broker.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except as set forth in this statement on Schedule 13D, none
of the Reporting Persons has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including,
but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Joint Filing Agreement dated April 5, 2000
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.
April 6, 2000
/s/ Dr. Phillip Eastep
Dr. Phillip Eastep
Michael S. Mitchell Revocable Trust,
dated February 22, 1993
By: *
Mike Mitchell, Trustee
*
Jon Harrison
*
John Banks
<PAGE>
*
Steve Waite
DEMO SALES, INC.
By: *
Name: Don Demo
Title: President
*By: /s/ Dr. Phillip Eastep
Dr. Phillip Eastep
Attorney-in fact
<PAGE>
JOINT FILING AGREEMENT
THIS AGREEMENT, made and entered into this 5th day of
April, 2000, by and among Dr. Phillip Eastep, the Michael S.
Mitchell Revocable Trust, dated February 22, 1993, Dr. Jon
Harrison, John Banks, Stephen Waite and Demo Sales, Inc., a
Kansas corporation (collectively referred to as the "Parties");
WITNESSETH:
WHEREAS, the Parties' direct and indirect beneficial
ownership of shares of the common stock, $.01 par value, of First
Independence Corporation, a Delaware corporation, is required to
be reported on Schedule 13D and filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities
Exchange Act of 1934, as amended (the "Act") and the Rules
promulgated thereunder;
WHEREAS, the joint filing of Schedule 13D is the most
efficient and economical means of reporting the requisite
information; and
WHEREAS, further reports on Schedule 13D and amendments
thereto may from time to time be required;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements herein set forth, the Parties
do hereby mutually covenant and agree as follows:
1. The filing of reports on Schedule 13D and any
amendments thereto will be filed jointly on behalf of each of the
Parties hereto; each such report and amendment shall identify all
such Parties and contain all of the required information with
respect thereto and shall indicate that such report or amendment
is filed on behalf of all such Parties; provided, however, that
each such Party is solely responsible for the completeness and
accuracy of the information concerning that Party contained
therein unless such Party knows or has reason to believe that
such information is inaccurate.
2. The Parties hereby severally constitute Dr.
Phillip Eastep as such Parties' true and lawful attorney with
full power to him to sign on behalf of and in the name of each of
the Parties the Schedule 13D filed on behalf of each of the
Parties and any and all amendments to said Schedule 13D, and
generally to do all such things in the name of such Parties to
comply with the provisions of the Act, and all requirements of
the SEC. The Parties hereby ratify and confirm such Parties'
signatures as they may be signed by such Parties' said attorney
to said Schedule 13D and any and all amendments thereto.
3. This Agreement may not be modified in whole or in
part except by an instrument in writing executed by each of the
Parties hereto.
4. This Agreement may be terminated by any Party upon
the provision of notice to the other Parties.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly
executed by the Parties hereto as of the day and year first above
written.
/s/ Dr. Phillip Eastep
Dr. Phillip Eastep
Michael S. Mitchell Revocable
Trust
By: /s/ Mike Mitchell
Mike Mitchell
/s/ Dr. Jon Harrison
Dr. Jon Harrison
/s/ John Banks
John Banks
/s/ Stephen Waite
Stephen Waite
Demo Sales, Inc.
By: /s/ Don Demo
Don Demo
<PAGE>
