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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FIRST FEDERAL BANCORPORATION
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
319979100
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(CUSIP Number)
William R. Belford
214 5th Street
Bemidji, Minnesota 56601
(218) 751-5120
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(Name, address and telephone number of persons
authorized to receive notices and communications)
October 17, 1997
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(Date of event which requires filing of this Statement)
If the filing persons 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 is being paid with the
statement. [X]
Page 1 of 6 pages<PAGE>
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SCHEDULE 13D
CUSIP No. 319979100 Page 2 of 6 Pages
1. Names of reporting person:
S.S. OR I.R.S. IDENTIFICATION NO.
William R. Belford
2. Check the appropriate box if a member of a group:
(a) [ ]
(b) [ ]
3. SEC use only:
4. Sources of funds: PF
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: 19,914
shares
beneficially 8. Shared Voting Power: 38,144
owned by
each 9. Sole Dispositive Power: 8,750
reporting
person with 10. Shared Dispositive Power: 500
11. Aggregate amount beneficially owned
by the reporting person: 58,058
12. Check box if the aggregate amount in Row 11 excludes
certain shares: [ ]
13. Percent of class represented by amount in Row 11: 8.63%
14. Type of reporting persons: IN
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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 First Federal Bancorporation (the "Issuer"). The
executive office of the Issuer is located at 214 5th Street,
Bemidji, Minnesota 56601.
Item 2. Identity and Background.
(a) Name: William R. Belford
(b) Business Address: 214 5th Street
Bemidji, Minnesota 56601
(c) Present Principal Occupation or Employment:
President 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.
The reporting person has acquired beneficial ownership of
58,058 shares of the Issuer's Common Stock. The shares
beneficially owned by the reporting person were acquired through
open market purchases, and the Issuer's Management Recognition
Plan (the "MRP"), 1995 Stock Option and Incentive Plan ("Option
Plan"), First Federal Banking & Savings, FSB Employee's
Retirement Plan, and the Employee Stock Ownership Plan (the
"ESOP"). The reporting person also has beneficial ownership over
the shares of Common Stock held in the Grantor Trust by virtue of
his membership on the Board of Directors of the Issuer, which has
voting power over the shares of Common Stock held in the Trust.
The various transactions which led to the beneficial ownership of
the shares of Common Stock are as follows:
The reporting person has acquired 500 shares of Common Stock
in open market purchases. Such purchases were obtained with
personal funds.
On October 17, 1995, the reporting person was granted an
award of options to purchase 21,563 shares of Common Stock under
the Option Plan. As of the current date, options for 8,625
shares are vested and exercisable within 60 days of the date of
this Schedule 13D.
Also included are 2,539 shares of Common Stock in the
Issuer's ESOP. Under the ESOP, the reporting person received an
initial allocation to his plan account of 1,223 shares for the
plan year ended September 30, 1995. The reporting person
received an additional allocation of 1,316 shares for the plan
year ended September 30, 1996.
The reporting person was granted 8,625 shares of restricted
stock under the MRP on October 17, 1995 and currently has direct
beneficial ownership of 3,450 shares of Common Stock in the MRP.
(1,725 shares were distributed from the MRP Trust to the
reporting person on October 17, 1996 and October 17, 1997, as he
became 20% vested in his award on those dates.)
In addition, the reporting person participates in the
Employee's Retirement Plan and has 5,300 shares of Common Stock
in the plan. The reporting person also beneficially owns 15,837
shares held in the Option Plan Trust and 6,347 shares held in the
MRP Trust, because these shares are voted by the plans' trustees
in accordance with the terms and conditions for exercise of
voting rights of shares held in the ESOP Trust.<PAGE>
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Lastly, the reporting person has shared voting power with
the other members of the Board of Directors of the Issuer for
15,460 shares of Common Stock held in the Grantor Trust.
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;
(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.
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Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the reporting person
beneficially owned 58,058 shares, or 8.63%, of the Issuer's
issued and outstanding shares of Common Stock. Such amount
includes 500 shares purchased with personal funds, 2,539
shares allocated to his ESOP account, 8,625 shares
underlying currently exercisable stock options granted to
the reporting person through the Option Plan, 3,450 shares
distributed to the reporting person from the MRP Trust,
5,300 shares allocated by the Issuer to the reporting
person's account in the Employee's Retirement Plan, 15,460
shares held in the Grantor Trust, and 22,184 shares held in
the MRP Trust and Option Plan Trust.
(b) The reporting person has sole voting and dispositive powers
with respect to the 3,450 shares from the MRP and 5,300
shares in his Employee's Retirement Plan account. In
addition, the reporting person has sole voting power with
respect to 8,625 shares underlying currently exercisable
stock options and 2,539 shares allocated to his account
under the ESOP. The reporting person has shared voting and
dispositive powers with respect to 250 shares jointly held
with his spouse, and 250 shares jointly held with his minor
child. The reporting person also has shared voting power
over 15,460 shares of Common Stock held in the Grantor
Trust, 15,837 shares held in the Option Plan Trust, and
6,347 shares held in the MRP Trust, but does not have
dispositive power with respect to these shares.
(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 the reporting
person.
(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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SIGNATURES
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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.
Date: November 13, 1997 /s/ William R. Belford
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William R. Belford
President
First Federal Bancorporation
