UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4 ) 1
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POTOMAC BANCSHARES, INC.
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NAME OF ISSUER
COMMON
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Title of Class of Securities
737643106
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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 no amendment subsequent thereto
reporting beneficial owner ship of five percent or less of such class.) (See
rule 13d-7).
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1- 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).
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CUSIP No. 737643106 13G Page 1 of 3 Pages
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NAME OF REPORTING PERSONS Bank of Charles Town
Trust & Financial Services Dept.
S.S OR I.R.S. OR IDENTIFICATION
1 NO. OF ABOVE PERSON 55-0118850
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Shares held by Bank's Trust Department (a) [ ]
2 (b) [X]
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3 SEC use only
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 West Virginia Corporation
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SOLE VOTING POWER
NUMBER
OF SHARES 5 1,820
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SHARED VOTING POWER
BENEFICIALLY
OWNED BY 6 2,380
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SOLE DISPOSITIVE POWER
EACH
REPORTING 7 1,820
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SHARED DISPOSITIVE POWER
PERSON
WITH 8 2,380
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 -0-
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
10 [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 0%
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TYPE OF REPORTING PERSON*
12 BK
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 2 of 3
ITEM 1(a)-NAME OF THE BANK ISSUER:
POTOMAC BANCSHARES, INC. (a one-bank holding company)
by: BANK OF CHARLES TOWN
ITEM 1(b)-ADDRESS OF BANK'S PRINCIPAL EXECUTIVE OFFICES:
111 East Washington Street
P. O. Box 906
Charles Town, WV 25414
ITEM 2(a)-NAME OF PERSON FILING:
BANK OF CHARLES TOWN
Trust and Financial Services Division
ITEM 2(b)-ADDRESS OF PRINCIPAL BUSINESS OFFICE:
111 East Washington Street
P. O. Drawer 40
Charles Town, WV 25414
ITEM 2(c)-CITIZENSHIP: Not applicable
ITEM 2(d)-TITLE OF CLASS OF SECURITIES: Common Stock
ITEM 2(e)-CUSIP NUMBER: 737643106
ITEM 3-STATEMENT FILED UNDER SECTION 13d-1(b):
Trust and Financial Services Division, Bank of Charles Town, is a bank as
defined in section 3(a)(6) of the Act.
Bank of Charles Town is a wholly owned subsidiary of POTOMAC BANCSHARES,
INC., a one-bank holding company.
ITEM 4-OWNERSHIP:
(a) No (-0-) shares of POTOMAC BANCSHARES are beneficially owned as of
December 31, 1998.
(b) Percent of class: -0- of 600,000 total = 0.00%
(c)(i) Trust department holds Sole power
to vote or to direct the vote of 1,820 shares
(ii) Trust department holds Shared power
to vote or to direct the vote of 2,380 shares
(iii) Trust department holds Sole power
to dispose or to direct the disposition of 1,820 shares
(iv) Trust department holds Shared power
to dispose or to direct the disposition of 2,380 shares
The Trust Department holds 49,732 shares in accounts in which all power to
vote and direct disposition is retained by grantor or beneficiaries; with no
power to vote, and no power to direct disposition, vested in the bank as
fiduciary. The shares are held in fiduciary and agency accounts by the Trust and
Financial Services Division (the Trust Department) for the benefit of grantors
and beneficiaries of the accounts owning POTOMAC BANCSHARES stock. No Trust
department client, beneficiary, or grantor holds a preferred-right to purchase
POTOMAC BANCSHARES stock: The opportunity to purchase accrues and devolves to
all present shareholders and non-shareholders equally. Any future receipts of
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Page 3 of 3
POTOMAC BANCSHARES stock for accounts in the BANK OF CHARLES TOWN, Trust and
Financial Services Division will be the result of:
1) shares received upon qualification as executor or administrator of a
deceased shareholder's estate, or
2) delivery in kind, or specific and expressed direction to purchase, by the
client or grantor.
It is the express policy of the Trust and Department not to encourage,
recommend, or suggest the purchase of POTOMAC BANCSHARES stock for trust or
agency accounts.
ITEM 5-OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
ITEM 6-OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON: (AS OF DECEMBER 31, 1998)
The Trust and Financial Services Division holds a total of 53,932 shares of
POTOMAC BANCSHARES stock. For 49,732 shares, or 8.29% of the class, the right to
receive or the power to direct the receipt of dividends from these securities,
and the right to receive or the power to direct the receipt of proceeds from the
sale of these securities, is vested in the grantors and beneficiaries with no
such authority vested in the trust division. For 1,820 shares, or .30% (.0030)
of the class, the Trust and Financial Services Division holds sole authority to
vote and direct disposition through its fiduciary capacity. For 2,380 shares, or
.40% (.0040) of the class, the Trust and Financial Services Division holds
shared authority to vote and direct disposition through its fiduciary capacity.
No one individual client has such an interest that relates to more than 5% of
the class.
ITEM 7-IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY:
Not applicable
ITEM 8-IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable
ITEM 9-NOTICE OF DISSOLUTION OF GROUP:
Not applicable
ITEM 10-CERTIFICATION:
By signing below we certify that, to the best of our 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 transactions having such
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.
/s/ Charles W. LeMaster 2/9/99
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Charles W. LeMaster, President DATE
/s/ Robert L. Hersey 2/9/99
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Robert L. Hersey, Vice President and Trust Officer DATE
<PAGE>
POTOMAC BANCSHARES, INC.
Holders, AS OF 12/31/98
Ticker Symbol : PBI
Cusip Number : 737643106
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Account # Account Name Shares/PV
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10-02222 * ESTATE OF GERTRUDE G. HOLMES 220.0000
10-02262 ** ESTATE OF DOROTHY CAPERTON 2,380.0000
12-00112 * MARY BOGARDUS PORTERFIELD COMMITTEE 1,440.0000
20-01929 CAROLYN B. MARSHALL TRUST 2,880.0000
20-02189 EDWARD L. MCDONALD, JR. , FAMILY TRUST 234.0000
25-00270 ZION CHURCH G/F TRUST 320.0000
25-01820 OLD CHARLES TOWN LIBRARY TRUST 2,000.0000
26-02249 * T J & LOUISE BAUMGARDNER CHARITABLE TR 160.0000
30-01206 P. GERALD & JEAN F. DORSEY 184.0000
30-01473 SARA C. BLUE AGENCY 288.0000
30-01500 BARBARA A. WHITE AGENCY 48.0000
30-01911 E. CHARLES STOCKMAR AGENCY 2,090.0000
31-02055 MARY B. PORTERFIELD AGENCY 3,156.0000
31-02057 PHILIP T. PORTERFIELD, JR. AGENCY 11,776.0000
31-02086 JUNE E. HUYETT AGENCY 8,600.0000
31-02110 GUNNELL H. PORTERFIELD AGENCY 7,275.0000
31-02154 GEORGE M. WILLIAMS AGENCY 80.0000
32-02134 CHARLES E BECKER AGENCY 223.0000
32-02208 ANN C. PORTERFIELD TRUSTEE,AGENCY 8,096.0000
32-02215 MARGARET R. SKINNER AGENCY 336.0000
41-02153 ROBERT L. HERSEY IRA 200.0000
44-02149 NICHOLS & SKINNER, L.C. P/S 1,946.0000
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53,932.0000
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TOTAL PBI SHARES OUTSTANDING: 600,000
SHARES HELD PERCENT OF CLASS
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*FULL VOTING AND DISPOSITION AUTHORITY
HELD BY BANK AS FIDUCIARY: SHARES NOT
VOTED BY BANK 1,820 .30% or .0030
**VOTING AND DISPOSITION AUTHORITY SHARED
WITH CO-EXECUTOR: SHARES NOT VOTED BY
BANK 2,380 .40% or .0040
VOTING AND DISPOSITION AUTHORITY HELD
BY OWNER/GRANTOR 49,732 8.29% or .0829
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TOTAL SHARES 53,932 8.99% or .0899
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