UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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InterCounty Bancshares, Inc.
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Shares
- -----------------------------------------------------------------------------
(Title of Class of Securities)
45865 E 10 8
- -----------------------------------------------------------------------------
(CUSIP Number)
May 20, 1998
- -----------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b)
----
X Rule 13d-1(c)
----
Rule 13d-1(d)
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* 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
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13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janet M. Williams
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
----
(b)
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3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED
BY EACH 94,413
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
8 SHARED DISPOSITIVE POWER
94,413
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,413
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
-----
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
12 TYPE OF REPORTING PERSON*
IN
2
<PAGE>
Item 1(a). Name of Issuer:
- ---------
InterCounty Bancshares, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
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48 N. South Street
Wilmington, Ohio 45177
Item 2(a). Name of Person Filing:
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Janet M. Williams
Item 2(b). Address of Principal Business Office or, if none,
- --------- Residence:
6172 East U.S. 22/FR3
Wilmington, Ohio 45177
Item 2(c). Citizenship:
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United States
Item 2(d). Title and Class of Securities:
- ---------
Common Shares
Item 2(e). CUSIP Number
- ---------
45865 E 10 8
Item 3. If this statement is filed pursuant to section 240.13d-1(b) or
- ------ 240.13d-2(b) or (c), check whether the person filing is a:
(a)[ ] Broker or Dealer registered under Section 15 of
the Act (15 U.S.C. 78o).
(b)[ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c)[ ] Insurance Company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d)[ ] Investment Company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
3
<PAGE>
(e)[ ] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
(f)[ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F).
(g)[ ] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)[ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)[ ] Group, in accordance with section 240.13d-1
(b)(1)(ii)(J)
Item 4. Ownership:
- ------
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount Beneficially Owned: 94,416
(b) Percent of Class: 6.1%
(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: 94,416
(iii) sole power to dispose or to direct the disposition
of: -0-
(iv) shared power to dispose or to direct the disposition
of: 94,416
Item 5. Ownership of Five Percent or Less of a Class
- ------
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following
------.
4
<PAGE>
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
Item 10. Certification
- -------
(a) Inapplicable
(b) By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any
transaction having that purpose 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.
June 3, 1998
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Date
/s/Janet M. Williams
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Janet M. Williams
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