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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5) *
CECIL BANCORP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
149841 10 8
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(CUSIP Number)
N/A
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(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)
[x] 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).
Page 1 of 8 pages
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CUSIP NO. 149841 108 13G Page 2 of 8 Pages
1. NAMES OF REPORTING PERSONS: Cecil Bancorp, Inc. Employee
Stock Ownership Plan Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
52-1883546
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 37,104
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 37,104
9. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 37,104
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
12. TYPE OF REPORTING PERSON *
EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 149841 108 13G Page 3 of 8 Pages
1. NAMES OF REPORTING PERSONS: Bernard L. Siegel
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 22,310
6. SHARED VOTING POWER 20,882
7. SOLE DISPOSITIVE POWER 22,310
8. SHARED DISPOSITIVE POWER 22,388
9. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 44,698
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
12. TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 149841 108 13G Page 4 of 8 Pages
1. NAMES OF REPORTING PERSONS: Howard J. Neff
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 7,310
6. SHARED VOTING POWER 20,882
7. SOLE DISPOSITIVE POWER 7,310
8. SHARED DISPOSITIVE POWER 22,388
9. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 29,698
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%
12. TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 149841 108 13G Page 5 of 8 Pages
1. NAMES OF REPORTING PERSONS: Thomas L. Foard
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 6,309
6. SHARED VOTING POWER 20,882
7. SOLE DISPOSITIVE POWER 6,309
8. SHARED DISPOSITIVE POWER 22,388
9. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 28,697
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%
12. TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 6 of 8 Pages
ITEM 1(a) NAME OF ISSUER:
Cecil Bancorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
127 North Street
Elkton, Maryland 21921-5547
ITEM 2(a) NAME OF PERSON(S) FILING:
Cecil Bancorp, Inc. Employee Stock Ownership Plan Trust
("ESOP"), and the following individuals who serve as its
trustees: Bernard L. Siegel, Howard J. Neff and Thomas L. Foard.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP:
See Row 4 of the second part of the cover page provided
for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER:
See the upper left corner of the second part of the
cover page provided for each reporting person.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b),
OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(f) [x] An employee benefit plan or endowment
fund in accordance with Rule
13d-1(b)(1)(ii)(F);
If this statement is filed pursuant to Rule 13d-1 (c),
check this box. [x]
Items (a), (b), (c), (d), (e), (g), (h), (i), and (j) are
not applicable. This Schedule 13G is being filed on behalf of
the ESOP identified in Item 2(a), filing under the Item 3(f)
classification, and by each trustee of the trust established
pursuant to the ESOP, filing pursuant to Rule 13d-1(c) and
applicable SEC no-action letters.
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Page 7 of 8 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second
part of the cover page provided for each reporting
person.
(b) Percent of Class: See Row 11 of the second part of
the cover page provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Cecil Bancorp, Inc., in its capacity as the ESOP Committee,
has the power to determine whether dividends on allocated shares
that are paid to the ESOP trust are distributed to participants
or are used to repay the ESOP loan.
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, each signatory in the capacity of an ESOP
trustee certifies that, to the best of his knowledge and belief,
the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
By signing below, each signatory in his individual capacity
certifies that, to the best of his knowledge and belief, the
securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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Page 8 of 8 Pages
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.
CECIL BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ Bernard L. Siegel February 3, 2000
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Bernard L. Siegel, as Trustee Date
and Plan Date Committee Member
/s/ Howard J. Neff February 1, 2000
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Howard J. Neff, as Trustee Date
and Plan Committee Member
/s/ Thomas L. Foard February 1, 2000
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Thomas L. Foard, as Trustee Date
and Plan Committee Member
/s/ Bernard L. Siegel February 3, 2000
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Bernard L. Siegel, as an Date
Individual Stockholder
/s/ Howard J. Neff February 1, 2000
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Howard J. Neff, as an Date
Individual Stockholder
/s/ Thomas L. Foard February 1, 2000
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Thomas L. Foard, as an Date
Individual Stockholder
