SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SWVA Bancshares, Inc.
-----------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------
(Title of Class of Securities)
785040 10 6
------------------------------------------------
(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>
Page 2 of 4 Pages
CUSIP No. 785040 10 6 Schedule 13G
------------ ------------
1. Name of Reporting Person
S.S. or I.R.S. Identification Number of above person:
Southwest Virginia Savings Bank, FSB
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: 44,743
--------------
7. Sole Dispositive Power: 0
--------------
8. Shared Dispositive Power: 44,743
--------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
44,743
----------
10. Check Box If The Aggregate Amount in Row (9) Excludes Certain
Shares*
11. Percent of Class Represented by Amount in Row 9: 8.76%
----
12. Type of Reporting Person*: EP
* SEE INSTRUCTION
<PAGE>
Page 3 of 4 Pages
Securities and Exchange Commission
Washington, D.C. 20549
Item 1(a) Name of Issuer: SWVA Bancshares, Inc.
--------------
Item 1(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
302 Second Street, S.W.
Roanoke, Virginia 24011-1597
Item 2(a) Name of Person Filing:
---------------------
Southwest Virginia Savings Bank, FSB
Employee Stock Ownership Plan
Item 2(b) Address of Principal Business Office: Same as Item 1(b)
------------------------------------
Item 2(c) Citizenship: Virginia
-----------
Item 2(d) Title of Class of Securities: Common Stock
----------------------------
Item 2(e) CUSIP Number: 785040 10 6
------------ -----------
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: 44,743
------------------------- ------------
Item 4(b) Percent of Class: 8.76%
---------------- ----
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 44,743
----------
(iii)sole power to dispose or to direct the
disposition of 0
----------
(iv) shared power to dispose or to direct the
disposition of 44,743
----------
Item 5 Ownership of Five Percent or Less of Class:
------------------------------------------
Not Applicable
<PAGE>
Page 4 of 4 Pages
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
---------------------------------------------------------------
Not Applicable
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.
---------------------------------------------------------
This 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.
-------------
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.
/s/ John L. Hart 2/12/98
- --------------------------------------------------- ------------------
John L. Hart, as ESOP Committee member Date
/s/ B.L. Rakes 2/12/98
- ---------------------------------------------------- -------------------
B.L. Rakes, as ESOP Committee member Date
/s/ Michael M. Kessler 2/12/98
- ---------------------------------------------------- --------------------
Michael M. Kessler, as ESOP Committee member Date
<PAGE>
Exhibit A
- ---------
Identification of Members of Group
----------------------------------
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 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:
Direct Beneficial Beneficial Ownership
Name Ownership (1) as ESOP Participant
- --------------------------------------------------------------------------------
John L. Hart 11,465 0
B.L. Rakes 16,583 1,863
Michael M. Kessler 5,790 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:
Direct Beneficial Beneficial Ownership
Name Ownership (1) as ESOP Participant
- --------------------------------------------------------------------------------
Michael M. Kessler 5,790 -0-
James H. Brock 5,497 -0-
Glen C. Combs 11,465 -0-
- -----------
(1) Includes shares of common stock of issuer owned in conjunction with family
members. The ESOP Committee and ESOP Trustee(s) disclaim ownership of
these shares in conjunction with the exercise of their fiduciary duties as
members of the ESOP Committee and ESOP Trustee.
