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. 3)*
ISB Financial Corporation
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(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
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(Title of Class of Securities)
450091 10 3
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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 5 Pages
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Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS: ISB Financial Corporation
Employee Stock Ownership Plan Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
72-1291557
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
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NUMBER OF SHARES 5 SOLE VOTING POWER 264,840
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BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 302,495
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EACH REPORTING 7 SOLE DISPOSITIVE POWER 264,840
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PERSON 8 SHARED DISPOSITIVE POWER 302,495
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WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
567,335
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.7%
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 5 Pages
Item 1(a). Name of Issuer:
ISB Financial Corporation
Item 1(b). Address of Issuer's Principal Executive Officer:
1101 E. Admiral Doyle Drive
New Iberia, Louisiana 70560
Item 2(a). Name of Person(s) Filing:
ISB Financial Corporation Employee Stock Ownership Plan Trust ("ESOP").
Item 2(b). Address of Principal Business Office:
Same as Item 1(b).
Item 2(c). Citizenship:
Louisiana
Item 2(d). Title of Class of Securities:
Common Stock, par value $1.00 per share
Item 2(e). CUSIP Number:
450091 10 3
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.
Item 4. Ownership.
(a) Amount Beneficially Owned: See Row 9 of the second part of the
cover page.
(b) Percent of Class: See Row 11 of the second part of the cover
page.
(c) See Rows 5, 6, 7, and 8 of the second part of the cover page.
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Page 4 of 5 Pages
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 C. Broussard, William H. Fenstermaker and E. Stewart Shea, III
are the trustees ("Trustees") of the trust (the "Trust") created pursuant to the
ESOP which holds 264,840 shares of common stock which have not been allocated to
the accounts of participating employees to date, will be voted by the Trustees
pursuant to the terms of the ESOP and may be deemed to be beneficially owned by
the Trust. In addition, a total of 302,495 shares held in the Trust have been
allocated to the accounts of participating employees to date, will be voted by
the Trustees pursuant to such participating employees' direction and, as a
result of such shared voting power, are included in the shares beneficially
owned by the Trust.
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 5 of 5 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.
ISB FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ Cecil C. Broussard March 21, 2000
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Cecil C. Broussard, as Trustee Date
/s/ William H. Fenstermaker March 21, 2000
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William H. Fenstermaker, as Trustee Date
/s/ E. Stewart Shea, III March 21, 2000
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E. Stewart Shea, III, as Trustee Date
