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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
Penfed Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
706875 10 1
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(CUSIP Number)
* 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 the section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8 pages<PAGE>
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CUSIP No. 706875 10 1 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSON:
Penfed Bancorp, Inc. Employee Stock Ownership Plan
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
61-1275478
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Kentucky
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 26,859
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 26,859
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
26,859
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 7.9%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 706875 10 1 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSON:
Larry A. Ritter
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 5. SOLE VOTING POWER 15,138
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 32,911
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 15,138
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 20,849
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
48,049
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 14.2%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 706875 10 1 13G Page 4 of 8 Pages
1. NAME OF REPORTING PERSON:
John D. Woodhead
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
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 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 48,049
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 35,987
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
48,049
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 14.2%
12. TYPE OF REPORTING PERSON: IN
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Page 5 of 8 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Penfed Bancorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
215 Shelby
Falmouth, Kentucky 41040-1238
ITEM 2(a) NAME OF PERSON(S) FILING.
Penfed Bancorp, Inc. Employee Stock Ownership Plan
("ESOP"), and the following individuals who serve as
trustees of the trust established under the ESOP:
Larry A. Ritter and John D. Woodhead.
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. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
(h) [x] Group, in accordance with Rule 13d-
1(b)(l)(ii)(H).
Item (a) (b) (c) (d) (e) (g) - not applicable.
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Page 6 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.
Pursuant to Section 13.7 of the ESOP, Penfed Bancorp, Inc., acting as
the ESOP Committee, has the power to direct the receipt of dividends on shares
held in the ESOP 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.
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 under the Item 3(h)
classification. Exhibit A contains a disclosure of the voting and dispositive
powers over shares of the issuer held directly by these entities.
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>
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Page 7 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.
PENFED BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
By Its Trustees:
/s/ Larry A. Ritter February 14, 1997
__________________________________ _________________
Larry A. Ritter, as Trustee Date
/s/ John D. Woodhead February 14, 1997
__________________________________ _________________
John D. Woodhead, as Trustee Date
/s/ Larry A. Ritter February 14, 1997
_________________________________________ _________________
Larry A. Ritter, as an Individual Date
Stockholder
/s/ John D. Woodhead February 14, 1997
_________________________________________ _________________
John D. Woodhead, as an Individual Date
Stockholder
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Page 8 of 8 Pages
Exhibit A
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Identification of Members of Group
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The trustees of the ESOP hold shares of common stock of the issuer in
trust for the benefit of employees participating in the ESOP. Pursuant to
Section 13.6 of the ESOP, (i) the trustees vote common stock allocated to
participant accounts in accordance with instructions by participants, (ii)
shares of common stock of the issuer which have not been allocated and
allocated stock for which no voting direction has been received shall be voted
by the trustee in the same proportion that participants direct the voting of
allocated shares, and (iii) if no voting direction has been received as to
allocated shares, the issuer may direct the trustees as to the voting of all
unallocated shares, and if the issuer gives no direction, the trustees shall
vote such shares in their sole discretion. Pursuant to Section 13.3 of the
ESOP, the trustees exercise investment direction as directed by the issuer in
its capacity as the ESOP Committee. Overall, the trustees must exercise
voting and dispositive power with respect to the assets held by the ESOP,
including common stock of the issuer, in accordance with the fiduciary
responsibility requirements imposed by Section 404 of the Employee Retirement
Income Security Act of 1974, as amended.
