SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ENTERPRISE FEDERAL BANCORP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
293711 10 7
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(CUSIP Number)
Thomas J. Noe
Enterprise Federal Bancorp, Inc.
7810 Tylersville Square Drive
West Chester, Ohio 45067
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(Name, Address, Telephone Number of Person Authorized to Receive
Notices and Communications)
December 15, 1997
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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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Page 1 of 5 Pages
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CUSIP NO. 293711 10 7 PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas J. Noe
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
Not applicable
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6. CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE VOTING POWER
32,896
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED VOTING POWER
73,301
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SOLE DISPOSITIVE POWER
32,896
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH SHARED DISPOSITIVE POWER
73,301
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
106,197
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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)
5.30%
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14. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 293711 10 7 PAGE 3 OF 5 PAGES
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Item 1. Security and Issuer
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The securities as to which this Schedule 13D ("Schedule") relates
are the shares of Common Stock, $.01 par value per share ("Common Stock"),
of Enterprise Federal Bancorp, Inc. an Ohio corporation ("Enterprise" or
the "Issuer"). The address of the Issuer's principal executive office
is 7810 Tylersville Square Drive, West Chester, Ohio 45069.
Item 2. Identity and Background
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(a) This statement is filed on behalf of Thomas J Noe.
(b) The resident address of Mr. Noe is 3348 Partridgelake Court,
Cincinnati, Ohio 45248.
(c) Mr. Noe is the Vice President, Chief Financial Officer and Treasurer
of Enterprise. The principal business of Enterprise is that of a unitary
thrift holding company. Enterprise's primary asset is the common stock of
its wholly-owned subsidiary, Enterprise Federal Savings Bank (the "Bank").
(d) During the past five years, Mr. Noe has not been convicted in a
criminal proceeding.
(e) During the past five years, Mr. Noe has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or a
finding of any violation with respect to such laws.
(f) Mr. Noe is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
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While Mr. Noe has not purchased any shares of Common Stock in the
last 60 days, Mr. Noe was allocated 2,578 shares of Common Stock on
December 15, 1997 as a result of his participation in the Issuer's
Employee Stock Ownership Plan. In addition, on December 21, 1997, Mr.
Noe became vested with respect to stock options to purchase 5,672 shares
of Common Stock pursuant to the Issuer's stock option plan which are
immediately exercisable. The 106,197 shares of Common Stock reflected
as beneficially owned by Mr. Noe include immediately exercisable options
to acquire 17,015 shares of Common Stock.
Item 4. Purpose of Transaction
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The acquisition of shares of the Issuer's Common Stock by Mr. Noe
is solely for investment purposes.
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Item 5. Interest in Securities of the Issuer
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a. Mr. Noe beneficially owns 106,197 shares of the Issuer's
Common Stock, which represents 5.30% of the Issuer's 1,985,828
outstanding shares of Common Stock as of December 15, 1997.
b. Mr. Noe has the sole power to vote and the sole power to
dispose of 32,896 shares of Common Stock owned by him. Such amount
includes immediately exercisable options to acquire 17,015 shares of
Common Stock. For purposes of this Schedule 13D, Mr. Noe is deemed to
share the power to vote and dispose of 73,301 shares of Common Stock
with his spouse. Mrs. Noe's address is the same as Mr. Noe's. During
the past five years, Mrs. Noe has not been convicted in a criminal
proceeding. During the past five years, Mrs. Noe has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such
laws. Mrs. Noe is a citizen of the United States of America.
c. Except as disclosed in Item 3 of this Schedule, Mr. Noe has
not effected any transaction in the Issuer's Common Stock within the past
60 days.
d. No person or entity other than Mr. Noe or, where applicable,
Mr. Noe's spouse, has the right to receive, or the power to direct the
receipt of, dividends from, or the proceeds from the sale of, the shares
of the Issuer's Common Stock beneficially owned by Mr. Noe.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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As of the date of the execution of this Schedule, and except for
stock options to acquire 28,358 shares of Common Stock, 17,015 of which
are immediately exercisable, Mr. Noe is not a party to any contract,
arrangement, understanding or relationship with any other person with
respect to any securities of the Issuer, including but not limited to
transfer or voting of any of the Common Stock, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, the giving or withholding of
proxies or pledge or otherwise subject to a contingency the
occurrence of which would give another person voting or investment
power over the Common Stock.
Item 7. Material to be Filed as Exhibits
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Not applicable
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CUSIP NO. 293711 10 7 PAGE OF 5 OF PAGES
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set
forth in this Schedule 13D is true, complete and correct.
By:
/s/ Thomas J. Noe
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Thomas J. Noe
Date: December 24, 1997
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