SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Bedford Bancshares, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
076014 109
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(CUSIP Number)
* The remainder of the 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).
(Continued on following pages)
Page 1 of 4 pages
<PAGE>
CUSIP No. 076014 109 Schedule 13G Page 2 of 4 Pages
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1. Name of Reporting Person
S.S. or I.R.S. Identification Number of above person:
Bedford Federal Savings Bank
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: Virginia
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: -0-
6. Shared Voting Power: 77,323
7. Sole Dispositive Power: -0-
8. Shared Dispositive Power: 77,323
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
77,323
10. Check Box If The Aggregate Amount in Row (9) Excludes Certain
Shares*
11. Percent of Class Represented by Amount in Row 9: 6.77%
12. Type of Reporting Person*: EP
* SEE INSTRUCTION
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Page 3 of 4
Securities and Exchange Commission
Washington, D.C. 20549
Item 1(a) Name of Issuer: Bedford Bancshares, Inc.
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Item 1(b) Address of Issuer's Principal Executive Offices:
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125 West Main Street
Bedford, Virginia 24523
Item 2(a) Name of Person Filing:
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Bedford Federal Savings Bank
Employee Stock Ownership Plan
Item 2(b) Address of Principal Business Office: Same as Item 1(b)
------------------------------------
Item 2(c) Citizenship: Virginia
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Item 2(d) Title of Class of Securities: Common Stock
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Item 2(e) CUSIP Number: 076014 109
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Item 3 Check whether the person filing is a:
Item 3(f) X Employee Benefit Plan, Pension Fund which is subject to
------ the provisions of the Employee Retirement Income
Security Act of 1974.
Item 3(h) X Group, in accordance with Rule 13d- 1(b)(1)(ii)(H).
------
Item 3(a)(b)(c)(d)(e)(g) - not applicable.
Item 4(a) Amount Beneficially Owned: 77,323
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Item 4(b) Percent of Class: 6.77%
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Item 4(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 77,323
(iii)sole power to dispose or to direct the disposition of -0-
(iv) shared power to dispose or to direct the disposition of 77,323
Item 5 Ownership of Five Percent or Less of Class:
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Not Applicable
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Page 4 of 4
Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not
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applicable.
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Item 7 Identification and Classification of the Subsidiary Which Acquired
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the Security Being Reported on by the Parent Holding Company.
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Not Applicable
Item 8 Identification and Classification of Members of the Group.
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This Schedule 13G is being filed on behalf of the Employee Stock
Ownership Plan ("ESOP") identified in Item 2(a) by the Plan
Committee and the Plan Trustee both filing under the Item 3(f) and
3(h) classifications. Exhibit A contains a disclosure of the voting
and dispositive powers over shares of the issuer held directly by
these entities exclusive of those shares held by the ESOP as well as
identification of members of these groups.
Item 9 Notice of Dissolution of Group.
------------------------------
Not Applicable
Item 10 Certification.
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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 purpose or
effect.
<PAGE>
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, as a
member of the Plan Committee and Plan Trustee Committee, I certify that the
information set forth in this statement is true, complete and correct.
/s/ Hugh H. Bond 2/13/98
- ---------------------------------- -------------------------
Hugh H. Bond Date
/s/ George N. Cooper, Sr. 2/13/98
- ---------------------------------- -------------------------
George N. Cooper, Sr. Date
/s/ Harry W. Garrett 2/13/98
- ---------------------------------- -------------------------
Harry W. Garrett, Jr. Date
/s/ Macon C. Putney 2/13/98
- ---------------------------------- -------------------------
Macon C. Putney Date
<PAGE>
Exhibit A
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Identification of Members of Group
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Shares of common stock of the issuer are held in trust for the benefit of
participating employees by the ESOP Plan Trustee. The Plan Trustee shares voting
and dispositive power with the Plan Committee. By the terms of the Plan, the
Plan Trustee votes stock allocated to participant accounts as directed by
participants. Stock held by the Trust, but not yet allocated is voted by the
Plan Trustee as directed by the Plan Committee. Investment direction is
exercised by the Plan Trustee as directed by the Plan Committee. The Plan
Committee and the Plan Trustee share voting and dispositive power with respect
to the unallocated stock held by the ESOP pursuant to their fiduciary
responsibilities under Section 404 of the Employee Retirement Income Security
Act of 1974, as amended.
Members of the Plan Committee and Plan Trustee Committee and their
beneficial ownership of shares of common stock of the issuer exclusive of
membership on the Plan Committee and Plan Trustee Committee and of shares
beneficially owned are as follows:
Direct Beneficial Beneficial Ownership
Name Ownership (1) as Plan Participant
- --------------------- ----------------- --------------------
Hugh H. Bond 11,148 -0-
George N. Cooper, Sr. 16,293 -0-
Harry W. Garrett, Jr. 14,221 -0-
Macon C. Putney 16,293 -0-
Harold K. Neal (2) 18,289 3,057
Nancy T. Snyder (2) 597 842
- -------------------
(1) Includes shares of common stock of issuer owned in conjunction with family
members. The Plan Committee and Plan Trustee(s) disclaims ownership of
these shares in conjunction with the exercise of their fiduciary duties as
members of the Plan Committee and Plan Trustee Committee.
(2) Member of Plan Committee only.
