UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
---------
Milton Federal Financial Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common shares, without par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
601795 10 7
- -------------------------------------------------------------------------------
(CUSIP Number)
December 31, 1998
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
CUSIP No. 601795 10 7 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Milton Federal Financial Corporation Employee Stock Ownership Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED -0-
BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
89,784
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,784
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.06%
12 TYPE OF REPORTING PERSON*
EP
CUSIP No. 601795 10 7 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United National Bank & Trust Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 100,205
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED -0-
BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
89,784
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,989
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.58%
12 TYPE OF REPORTING PERSON*
BK
Item 1(a). Name of Issuer:
- ---------
Milton Federal Financial Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
- ---------
25 Lowry Drive
West Milton, OH 45383
Item 2(a). Name of Persons Filing:
- ---------
United National Bank & Trust Company
Milton Federal Financial Corporation Employee Stock Ownership Plan
Item 2(b). Address of Principal Business Office or, if none, Residence:
- ---------
United National Bank & Trust Company
P.O. Box 24190
Canton, OH 44701
Milton Federal Financial Corporation Employee Stock Ownership Plan
United National Bank & Trust Company, Trustee
P.O. Box 24190
Canton, OH 44701
Item 2(c). Citizenship:
- ---------
United National Bank & Trust Company
Organized under the laws of the United States
Milton Federal Financial Corporation Employee Stock Ownership Plan:
Organized in Ohio
Item 2(d). Title and Class of Securities:
- ---------
Common shares, without par value
Item 2(e). CUSIP Number:
- ---------
601795 10 7
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
- ------ 13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) [x] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with [SECTION]
240.13d-1(b)(1)(ii)(E).
(f) [x] An employee benefit plan or endowment fund in
accordance with [SECTION] 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with [SECTION] 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 13(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] A group, in accordance with
[SECTION] 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
- ------
United National Bank & Trust Company
------------------------------------
(a) Amount Beneficially Owned:
189,989
(b) Percent of Class:
8.58%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
100,205
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
of:
89,784
Milton Federal Financial Corporation Employee Stock Ownership Plan
------------------------------------------------------------------
(a) Amount Beneficially Owned:
89,784
(b) Percent of Class:
4.06%
(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:
-0-
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
of:
89,784
There are 189,989 common shares owned by the Milton Federal
Financial Corporation Employee Stock Ownership Plan (the
"Plan"). United National Bank & Trust Company is the Trustee
of the Plan. Under the terms of the Plan and the Trust
Agreement, the Trustee votes all of the shares allocated to the
accounts of participants as directed by the participants to
whose accounts such shares have been allocated. With respect to
unallocated shares or allocated shares with respect to which no
instructions have been received, the Plan provides that the
Trustee shall vote such shares in the Trustee's discretion. As
of December 31, 1998, 91,035 shares had been allocated to Plan
participants.
Although the Trustee has general authority to sell assets,
because the Plan provides that the Trustee is to invest
primarily in shares of the issuer, the authority to dispose of
such shares is limited by the Plan.
Item 5. Ownership of Five Percent or Less of a Class:
- ------
Inapplicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
- ------
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which
- ------ Acquired the Security Being Reported on by the Parent Holding
Company:
Inapplicable
Item 8. Identification and Classification of Members of the Group:
- ------
United National Bank & Trust Company, a Bank as defined in
Section 3(a)(6) of the Act
Milton Federal Financial Corporation Employee Stock Ownership
Plan, an Employee Benefit Plan
Item 9. Notice of Dissolution of Group:
- ------
Inapplicable
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 purposes 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.
UNITED NATIONAL BANK & TRUST
COMPANY
2/8/99 By /s/ Samuel L. Lincoln
- ------------------------- ---------------------------------
Date Sam Lincoln,
its Trust Officer
MILTON FEDERAL FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
By United National Bank & Trust Company,
Trustee
2/8/99 By /s/ Samuel L. Lincoln
- ------------------------- ---------------------------------
Date Sam Lincoln,
its Trust Officer
EXHIBIT A
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AGREEMENT FOR JOINT FILING OF SCHEDULE 13G
------------------------------------------
The undersigned hereby agree that the Schedule 13G being filed with
the Securities and Exchange Commission to report their beneficial ownership
of more than 5% of the common shares of Milton Federal Financial
Corporation, an Ohio corporation, shall be, and is, filed on behalf of each
of the undersigned.
UNITED NATIONAL BANK & TRUST
COMPANY
2/8/99 By /s/ Samuel L. Lincoln
- ------------------------- ---------------------------------
Date Sam Lincoln,
its Trust Officer
MILTON FEDERAL FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
By United National Bank & Trust Company,
Trustee
2/8/99 By /s/ Samuel L. Lincoln
- ------------------------- ---------------------------------
Date Sam Lincoln,
its Trust Officer
