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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
PENFED BANCORP, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
706875101
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(CUSIP Number)
David C. Wills
215 W. Shelby Street
Falmouth, Kentucky 41040
(606) 654-6961
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(Name, address and telephone number of person
authorized to receive notices and communications)
October 25, 1996
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(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee being paid with the statement[ ]
Page 1 of 6 pages<PAGE>
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SCHEDULE 13D
CUSIP No. 706875 10 1 Page 2 of 6 Pages
1. Name of reporting person S.S. or I.R.S. Identification No.
of the above person.
David C. Wills
2. Check the appropriate box if a member of a group:
(a) [ ]
(b) [ ]
3. SEC use only:
4. Sources of funds: PF and SC
5. Check box if disclosure of legal proceedings is
required pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or place of organization: United States
Number of 7. Sole Voting Power: 22,088
shares
beneficially 8. Shared Voting Power: 0
owned by
each 9. Sole Dispositive Power: 22,088
reporting
person with 10. Shared Dispositive Power: 0
11. Aggregate amount beneficially owned by each reporting
person:
22,088
12. Check box if the aggregate amount in Row (11)
excludes certain shares: [ ]
13. Percent of class represented by amount in Row (11):
7%
14. Type of reporting person: IN<PAGE>
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Page 3 of 6 Pages
Item 1. Security and Issuer.
The class of equity security to which this statement
relates is the common stock, par value $.01 per share (the
"Common Stock"), of Penfed Bancorp, Inc. (the "Issuer"). The
executive office of the Issuer is located at 215 Shelby Street,
Falmouth, Kentucky 41040.
Item 2. Identity and Background.
The name, address and background of the person filing this
statement is as follows:
(a) Name: David C. Wills
(b) Residence or Business Address: 2508 Clintonville Rd.,
Winchester, KY 40391
(c) Present Principal Occupation: President and Chief
Executive Officer of the Issuer.
(d) Criminal Proceeding Convictions: None
(e) Securities Laws Proceedings: None
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration.
All shares shown over which the reporting person has sole
voting and dispositive power were purchased with such reporting
person's personal funds except the shares provided under the
Issuer's Management Recognition Plan (the "MRP") and 1995 Stock
Option Plan (the "Option Plan")
Item 4. Purpose of Transaction.
The shares covered by this statement were acquired for
investment. Depending upon a continuing assessment and upon
future developments, the reporting person may determine, from
time to time or at any time, to purchase additional shares of the
Issuer for investment or dispose of shares of the Issuer's Common
Stock. As President of the Issuer, the reporting person
regularly explores potential actions and transactions which may
be advantageous to the Issuer, including possible mergers,
acquisitions, reorganizations or other material changes in the
business, corporate structure, management policies, governing
instruments, securities or regulatory or reporting obligations of
the Issuer. Except as noted above, the reporting person has no
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as merger,
reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
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(d) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's articles of incorporation, bylaws
or instruments corresponding thereto or other actions which
may impede the acquisition of control of The Issuer by any
person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the reporting person
beneficially owned 22,088 shares, or 7%, of the Issuer's
outstanding shares of Common Stock. Such amount includes
16,858 shares purchased with personal funds, 3,450 shares
underlying currently exercisable stock options granted to
the reporting person through the Issuer's 1995 Stock Option
and Incentive Plan(the "Option Plan"), and 1,780 shares
allocated by the Issuer to the reporting person's MRP
account.
(b) The reporting person has sole voting and dispositive power
with respect to the 16,858 shares purchased with personal
funds, and 3,450 shares underlying currently exercisable
stock options. Furthermore, the reporting person has sole
voting and dispositive power with respect to the 1,780
shares vested in the MRP.
On October 25, 1997, the registrant was granted an award of
1,725 shares underlying currently exercisable stock
options. The registrant was awarded 690 shares under the
Issuer's MRP on October 25, 1997.
(c) No other transactions in the Issuer's Common Stock were
effected by the reporting person during the past 60 days
other than as described herein.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares held by Mr. Wills.
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships between the reporting person or any other person
with respect to the Issuer's securities, including but not
limited to the transfer or voting of securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, the giving or
withholding of proxies or otherwise, other than ordinary
arrangements and relationships not specifically related to the
Issuer's securities.
Item 7. Material to be Filed as Exhibits.
None.
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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.
November 19, 1997 /s/ David C. Wills
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Date Signature
David C. Wills
President and Chief Executive
Officer of Penfed Bancorp, Inc.
