TWIN CITY BANCORP INC
SC 13G/A, 2000-02-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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) *




                     Twin City Bancorp, Inc.
        --------------------------------------------------
                        (Name of Issuer)



                          Common Stock
        --------------------------------------------------
                 (Title of Class of Securities)



                          901412 10 6
                      --------------------
                         (CUSIP Number)


                               N/A
    -------------------------------------------------------
    (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 9 pages
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CUSIP No. 901412 10 6             13G           Page 2 of 9 Pages


1.   NAMES OF REPORTING PERSONS:

     Twin City Bancorp, Inc. Employee Stock Ownership Plan Trust

     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     62-1585189

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 Tennessee

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:

5.   SOLE VOTING POWER                   0

6.   SHARED VOTING POWER            99,688

7.   SOLE DISPOSITIVE POWER:             0

8.   SHARED DISPOSITIVE POWER:      99,688

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                        99,688

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES:*   [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  8.8%

12.  TYPE OF REPORTING PERSON:*   EP


             *SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 901412 10 6             13G         Page 3 of 9 Pages


1.   NAMES OF REPORTING PERSONS:

     William C. Burriss, Jr.

     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            46,740

6.   SHARED VOTING POWER          67,364 **

7.   SOLE DISPOSITIVE POWER:      46,740

8.   SHARED DISPOSITIVE POWER:    62,254

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                      114,104

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES:*   [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:   9.4%

12.  TYPE OF REPORTING PERSON:*   IN


             *SEE INSTRUCTIONS BEFORE FILLING OUT!

**  Includes 5,110 shares held by the Twin City Bancorp, Inc.
    Management Recognition Plan Trust as to which the reporting
    person, as trustee, shares voting power.
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CUSIP No. 901412 10 6             13G           Page 4 of 9 Pages


1.   NAMES OF REPORTING PERSONS:

     Sid Oakley

     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             6,890

6.   SHARED VOTING POWER          68,097 **

7.   SOLE DISPOSITIVE POWER:       6,890

8.   SHARED DISPOSITIVE POWER:    62,987

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                      74,987

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES:*   [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  6.1%

12.  TYPE OF REPORTING PERSON:*  IN


             *SEE INSTRUCTIONS BEFORE FILLING OUT!

**  Includes 5,110 shares held by the Twin City Bancorp, Inc.
    Management Recognition Plan Trust as to which the reporting
    person, as trustee, shares voting power.
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CUSIP No. 901412 10 6             13G          Page 5 of 9 Pages


1.   NAMES OF REPORTING PERSONS:

     John Vann

     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               588

6.   SHARED VOTING POWER          61,414 **

7.   SOLE DISPOSITIVE POWER:         588

8.   SHARED DISPOSITIVE POWER:    56,304

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                      62,002

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES:*   [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:   5.1%

12.  TYPE OF REPORTING PERSON:*  IN


             *SEE INSTRUCTIONS BEFORE FILLING OUT!

**  Includes 5,110 shares held by the Twin City Bancorp, Inc.
    Management Recognition Plan Trust as to which the reporting
    person, as trustee, shares voting power.
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CUSIP No. 901412 10 6             13G          Page 6 of 9 Pages


1.   NAMES OF REPORTING PERSONS:

     Paul H. Wohlford

     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            12,890

6.   SHARED VOTING POWER          63,781 **

7.   SOLE DISPOSITIVE POWER:      12,890

8.   SHARED DISPOSITIVE POWER:    58,671

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                      76,671

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES:*  [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:   6.3%

12.  TYPE OF REPORTING PERSON:  IN*


             *SEE INSTRUCTIONS BEFORE FILLING OUT!

**  Includes 5,110 shares held by the Twin City Bancorp, Inc.
    Management Recognition Plan Trust as to which the reporting
    person, as trustee, shares voting power.
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                                              Page 7 of 9 Pages

                  Securities and Exchange Commission
                        Washington, D.C.  20549


ITEM 1(a)  NAME OF ISSUER.
           Twin City Bancorp, Inc.

ITEM 1(b)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
           310 State at Edgemont
           Bristol, Tennessee  37620

ITEM 2(a)  NAME OF PERSON(S) FILING.
           Twin City Bancorp, Inc. Employee Stock Ownership Plan
           Trust ("ESOP"), and the following individuals who
           serve as its trustees:  William C. Burriss, Jr., Sid
           Oakley, John Vann, and Paul R. Wohlford.

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 $1.00 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 8 of 9 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.

         Twin City 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 9 of 9 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.

TWIN CITY BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN TRUST

By Its Trustees:


     /s/ William C. Burriss                  February 14, 2000
     __________________________________      ___________________
     William C. Burriss, as Trustee             Date

     /s/ Sid Oakley                          February 14, 2000
     __________________________________      ___________________
     Sid Oakley, as Trustee                    Date

     /s/ John Vann                           February 14, 2000
     __________________________________      ___________________
     John Vann, as Trustee                     Date

     /s/ Paul R. Wohlford                    February 14, 2000
     __________________________________      ___________________
     Paul R. Wohlford, as Trustee              Date


/s/ William C. Burriss                       February 14, 2000
_________________________________________    ___________________
William C. Burriss, as an Individual           Date
  Stockholder

/s/ Sid Oakley                               February 14, 2000
_________________________________________    ___________________
Sid Oakley, as an Individual                   Date
  Stockholder

/s/ John Vann                                February 14, 2000
_________________________________________    ___________________
John Vann, as an Individual                    Date
  Stockholder

/s/ Paul R. Wohlford                         February 14, 2000
_________________________________________    ___________________
Paul R. Wohlford, as an Individual             Date
  Stockholder




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