UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
InterCounty Bancshares, Inc.
----------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
45865 E 10 8
------------
(CUSIP Number)
* 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. 45865 E 10 8 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The National Bank and Trust Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) -----
X
(b) -----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
66,881
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
345,535
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,535
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.3%
12 TYPE OF REPORTING PERSON*
BK
-2-
<PAGE>
CUSIP No. 45865 E 10 8 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
InterCounty Bancshares, Inc., Employee Stock Ownership Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) -----
X
(b) -----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
278,654
8 SHARED DISPOSITIVE POWER
66,881
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,535
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.3%
12 TYPE OF REPORTING PERSON*
EP
-3-
<PAGE>
Item 1(a). Name of Issuer:
InterCounty Bancshares, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
48 N. South Street
Wilmington, Ohio 45177
Item 2(a). Name of Persons Filing:
The National Bank and Trust Company
InterCounty Bancshares, Inc., Employee Stock Ownership Plan
Item 2(b). Address of Principal Business Office or, if none, Residence:
The National Bank and Trust Company
48 N. South Street
Wilmington, Ohio 45177
Item 2(c). Citizenship:
The National Bank and Trust Company: Organized under the
laws of the United States
InterCounty Bancshares, Inc., Employee Stock Ownership Plan:
Organized in Ohio
Item 2(d). Title and Class of Securities:
Common Stock
Item 2(e). CUSIP Number
45865 E 10 8
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [X] Bank as defined in section 3(a)(19) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Advisor registered under section 203 of
the Investment Advisers Act of 1940
-4-
<PAGE>
(f) [X] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
section 240.13d-1(b)(1)(ii)(G)
(h) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership:
At December 31, 1997, there were 345,535 common shares of
InterCounty Bancshares, Inc., owned by the InterCounty
Bancshares, Inc., Employee Stock Ownership Plan (the "Plan").
The National Bank and Trust Company is the trustee of the Plan.
Under the terms of the Plan and the Trust Agreement, the trustee
votes all of the shares allocated to the accounts of
participants as directed by the participants to whose accounts
such shares have been allocated. With respect to unallocated
shares and allocated shares with respect to which no
instructions have been received, the trustee shall vote such
shares in the trustee's discretion. As of December 31, 1997,
278,654 shares were allocated to Plan participants.
The trustee has limited power to dispose of the shares, as set
forth in the Plan and the Trust Agreement, such as in order to
pay participants or to diversify accounts at participant
direction or if no funds are otherwise provided to pay expenses
of the Plan. The Trustee is directed by the Plan to invest Plan
assets primarily in shares of InterCounty Bancshares, Inc.
Item 5. Ownership of Five Percent or Less of a Class:
Inapplicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Inapplicable
Item 8. Identification and Classification of Members of the Group:
Inapplicable
Item 9. Notice of Dissolution of Group:
Inapplicable
-5-
<PAGE>
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 purposes or effect.
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.
THE NATIONAL BANK AND TRUST COMPANY
February 11, 1998 By /s/ Charles L. Dehner
- ----------------- --------------------------------
Date Charles L. Dehner
its Executive Vice-President
INTERCOUNTY BANCSHARES, INC.,
EMPLOYEE STOCK OWNERSHIP PLAN
February 11, 1998 By The National Bank and Trust Company,
- ----------------- Trustee
Date
By /s/ Charles L. Dehner
---------------------------------
Charles L. Dehner
its Executive Vice-President
-5-
EXHIBIT 99
AGREEMENT FOR JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G being filed with the
Securities and Exchange Commission to report their beneficial ownership of
more than 5% of the common shares of InterCounty Bancshares, Inc., an Ohio
corporation, shall be, and is, filed on behalf of each of the undersigned.
THE NATIONAL BANK AND TRUST COMPANY
February 11, 1998 By /s/ Charles L. Dehner
- ----------------- ---------------------
Date Charles L. Dehner
Executive Vice-President
INTERCOUNTY BANCSHARES, INC.,
EMPLOYEE STOCK OWNERSHIP PLAN
February 11, 1998 By The National Bank and Trust
- ----------------- Company, Trustee
Date
By /s/ Charles L. Dehner
---------------------
Charles L. Dehner
Executive Vice-President
