SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FFVA Financial Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
30242X 10 2
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(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7).
* 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. 30242X 10 2 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:
First Federal Savings Bank of Lynchburg
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
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6. Shared Voting Power: 309,910
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7. Sole Dispositive Power: 0
-------
8. Shared Dispositive Power: 309,910
-------
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
309,910
-------
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 %
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12. Type of Reporting Person*: EP
* SEE INSTRUCTION
<PAGE>
Page 3 of 4
Securities and Exchange Commission
Washington, D.C. 20549
Item 1(a) Name of Issuer: FFVA Financial Corporation
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Item 1(b) Address of Issuer's Principal Executive Offices:
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925 Main Street
Lynchburg, Virginia 24504-1238
Item 2(a) Name of Person Filing:
----------------------
First Federal Savings Bank of Lynchburg
Employee Stock Ownership Plan
Item 2(b) Address of Principal Business Office: Same as Item 1(b)
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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: 30242X 10 2
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Item 3 Check whether the person filing is a:
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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: 309,910
-------------------------- -------
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 309,910
(iii) sole power to dispose or to direct the
disposition of -0-
(iv) shared power to dispose or to direct the
disposition of 309,910
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
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Person:
------
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on by the Parent
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Holding Company.
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Not Applicable
Item 8 Identification and Classification of Members of the
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Group.
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This Amendment No. 2 to the Schedule 13G is being filed on
behalf of the Employee Stock Ownership Plan ("ESOP")
identified in Item 2(a) by the ESOP Committee and the ESOP
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 ESOP Committee, I certify that the information set forth in this
statement is true, complete and correct.
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John W. Ferguson, Jr., as ESOP Committee member Date
/s/ James L. Davidson, Jr. 2/11/98
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James L. Davidson, Jr., as ESOP Committee member Date
/s/ Edward A. Hunt, Jr. 2/11/98
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Edward A. Hunt, Jr., as ESOP Committee member Date
<PAGE>
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, as
ESOP Trustee, I certify that the information set forth in this statement is
true, complete and correct.
/s/ James E. McCausland 2/11/98
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James E. McCausland, as ESOP Trustee Date
- ----------------------------------------------- ------------------------
V. Howard Belcher, as ESOP Trustee Date
/s/ Thomas O. Doyle 2/11/98
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Thomas O. Doyle, as ESOP Trustee 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 Trustee. The ESOP Trustee shares voting
and dispositive power with the ESOP Committee. By the terms of the ESOP, the
ESOP Trustee votes stock allocated to participant accounts as directed by
participants. Stock held by the ESOP Trust, but not yet allocated is voted by
the ESOP Trustee as directed by the ESOP Committee. Investment direction is
exercised by the ESOP Trustee as directed by the ESOP Committee. The ESOP
Committee and the ESOP 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 ESOP Committee and their beneficial ownership of shares
of common stock of the issuer exclusive of membership on the ESOP Committee and
of shares beneficially owned as a Participant in the ESOP are as follows:
Beneficial Beneficial Ownership
Name Ownership (1)(2) as ESOP Participant
- --------------------------------------------------------------------------------
John W. Ferguson, Jr. 41,869 -0-
James L. Davidson 244,706 6,917
Edward A. Hunt, Jr. 18,650 -0-
The ESOP Trustee and their beneficial ownership of shares of common
stock of the issuer exclusive of responsibilities as a ESOP Trustee are as
follows:
Beneficial Beneficial Ownership
Name Ownership (1)(2) as ESOP Participant
- --------------------------------------------------------------------------------
James E. McCausland 23,337 -0-
V. Howard Belcher 27,650 -0-
Thomas O. Doyle 32,049 -0-
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(1) Includes shares of common stock of issuer owned in conjunction with
family members. The ESOP Committee and ESOP Trustee disclaim ownership
of these shares in conjunction with the exercise of their fiduciary
duties as members of the ESOP Committee and as ESOP Trustee.
(2) Includes stock options which are currently exercisable.
