SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
InterCounty Bancshares, Inc.
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -----------------------------------------------------------------------------
(Title of Class of Securities)
45865 E 10 8
- -----------------------------------------------------------------------------
(CUSIP Number)
December 31, 1999
- -----------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ x ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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)
----
(b)
----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 280,958
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED
BY EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
173,484
8 SHARED DISPOSITIVE POWER
616,578
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
790,062
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
-----
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.78%
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)
----
(b) X
----
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 -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
8 SHARED DISPOSITIVE POWER
616,578
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,578
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
-----
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.3%
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) 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)[ X ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
-4-
<PAGE>
(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).
(e)[ ] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E).
(f)[ X ] 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 13(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)[ ] A group, in accordance with section 240.13d-1
(b)(1)(ii)(J)
Item 4. Ownership:
- ------
At December 31, 1999, there were 616,578 common shares of
InterCounty Bancshares, Inc., owned by the InterCounty
Bancshares, Inc., Employee Stock Ownership Plan (the "Plan").
The National Bank and Trust Company (the "Bank") 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, 1999, 509,104 shares were
allocated to Plan participants.
The trustee has limited power to dispose of the Plan 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.
The Bank also holds additional shares as Trustee of various
other trusts.
-5-
<PAGE>
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
Item 10. Certification:
- -------
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
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.
THE NATIONAL BANK AND TRUST COMPANY
February 3, 2000 By /s/ Charles L. Dehner
- ------------------------- --------------------------------------
Date Charles L. Dehner
its Executive Vice-President
INTERCOUNTY BANCSHARES, INC.,
EMPLOYEE STOCK OWNERSHIP PLAN
February 3, 2000 By The National Bank and Trust Company, Trustee
- ------------------------
Date
By /s/ Charles L. Dehner
--------------------------------------
Charles L. Dehner
its Executive Vice-President
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<PAGE>
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 3, 2000 By /s/ Charles L. Dehner
- ----------------------------- ----------------------------------
Date Charles L. Dehner
Executive Vice-President
INTERCOUNTY BANCSHARES, INC.,
EMPLOYEE STOCK OWNERSHIP PLAN
By The National Bank and Trust
Company, Trustee
February 3, 2000
- -----------------------------
Date
By /s/ Charles L. Dehner
----------------------------------
Charles L. Dehner
Executive Vice-President
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