SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
InterCounty Bancshares, Inc.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
45865 E 10 8
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(CUSIP Number)
Cynthia A. Shafer,
Vorys, Sater, Seymour and Pease LLP
Suite 2100, Atrium Two,
221 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-4009
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 2, 1999
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. X
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SCHEDULE 13D
CUSIP NO. 45865 E 10 8
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF REPORTING PERSON:
Janet M. Williams
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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(b)
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3. SEC USE ONLY:
4. SOURCE OF FUNDS:
PF, OO
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 392,196
8. SHARED VOTING POWER: -0-
9. SOLE DISPOSITIVE POWER: 392,196
10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
392,196
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):
12.3%
14. TYPE OF REPORTING PERSON:
IN
Item 1. Security and Issuer.
Common shares, no par value
InterCounty Bancshares, Inc.
48 N. South Street
Wilmington, Ohio 45177
Item 2. Identity and Background.
(a) Janet M. Williams
(b) 6172 East U.S. 22
Wilmington, Ohio 45177
(c) Ms. Williams is not currently employed.
(d) During the last five years, Ms. Williams has not been
convicted in a criminal proceeding.
(e) During the last five years, Ms. Williams has not been a
party to a civil proceeding of a judicial or
administratvie body of competent jurisdiction which
resulted in 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) Ms. Williams is a citizen of the United States of
America.
Item 3. Source and Amount of Funds and Other Consideration.
Ms. Williams received a gift of 188,826 shares from B. Anthony
Williams on May 20, 1998. She was appointed on April 2, 1999, as executor of
the estate of B. Anthony Williams, thereby acquiring the voting and
dispositive power with respect to 203,370 shares held by the estate.
Item 4. Purpose of Transaction.
All shares held by Ms. Williams for her own benefit are held
for investment. Ms. Williams has expressed to the Board of Directors of the
issuer a desire to be appointed to the Board of Directors. Other than
desiring to be appointed to the Board of Directors, Ms. Williams has no plans
or proposals which relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer, other than
additional shares that may be acquired pursuant to the issuer's stock benefit
plans;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the issuer, 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 the issuer;
(f) Any other material change in the issuer's business or
corporate structure;
(g) Changes in the issuer's Articles of Incorporation or Code
of Regulations or other actions which may impede the acquisition of control of
the issuer by any person;
(h) Causing a class of securities of the issuer to be
delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Ms. Williams beneficially owns 392,196 shares, which is
12.3% of the total issued and outstanding common shares of the issuer.
(b) Ms. Williams has sole voting and dispositive power with
respect to all 392,196 shares.
(c) During the last sixty days, Ms. Williams acquired voting
and dispositive power over the 203,370 shares held by the estate of B. Anthony
Williams.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships between Ms. Williams and any other person with
respect to any securities of the issuer.
Item 7. Material to be Filed as Exhibits.
None.
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.
/s/ Janet M. Williams
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Signature
Janet M. Williams
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Name
April 28, 1999
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Date
