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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) *
First Federal Bancorporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
319979100
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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 12 pages
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CUSIP No. 319979100 13G Page 2 of 12 Pages
1. NAMES OF REPORTING PERSONS:
First Federal Bancorporation Employee Stock Ownership Plan
Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
41-1796238
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 Minnesota
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 153,573
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 153,573
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 153,573
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.79%
12. TYPE OF REPORTING PERSON:* EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 319979100 13G Page 3 of 12 Pages
1. NAMES OF REPORTING PERSONS:
First Federal Bancorporation 1995 Stock Option and Incentive
Plan Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
41-1848954
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 Minnesota
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 193,675
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 193,675
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 193,675
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 13.60%
12. TYPE OF REPORTING PERSON:* EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 319979100 13G Page 4 of 12 Pages
1. NAMES OF REPORTING PERSONS:
Walter R. Fankhanel
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 56,870
6. SHARED VOTING POWER 339,848
7. SOLE DISPOSITIVE POWER: 56,870
8. SHARED DISPOSITIVE POWER: 339,848
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 396,718
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 27.87%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 319979100 13G Page 5 of 12 Pages
1. NAMES OF REPORTING PERSONS:
Martin R. Sathre
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 55,790
6. SHARED VOTING POWER 308,070
7. SOLE DISPOSITIVE POWER: 55,790
8. SHARED DISPOSITIVE POWER: 308,070
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 363,860
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 25.57%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 319979100 13G Page 6 of 12 Pages
1. NAMES OF REPORTING PERSONS:
James R. Sharp
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 38,293
6. SHARED VOTING POWER 329,075
7. SOLE DISPOSITIVE POWER: 38,293
8. SHARED DISPOSITIVE POWER: 329,075
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 367,368
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 25.81%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 319979100 13G Page 7 of 12 Pages
1. NAMES OF REPORTING PERSONS:
Ralph T. Smith
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 69,325
6. SHARED VOTING POWER 324,315
7. SOLE DISPOSITIVE POWER: 69,325
8. SHARED DISPOSITIVE POWER: 324,315
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 393,640
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 27.66%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 319979100 13G Page 8 of 12 Pages
1. NAMES OF REPORTING PERSONS:
Dean J. Thompson
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 49,997
6. SHARED VOTING POWER 285,246
7. SOLE DISPOSITIVE POWER: 49,997
8. SHARED DISPOSITIVE POWER: 285,246
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 335,243
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 23.55%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 9 of 12 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
First Federal Bancorporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
214 5th Street
Bemidji, Minnesota 56601
ITEM 2(a) NAME OF PERSON(S) FILING.
First Federal Bancorporation Employee Stock Ownership
Plan Trust ("ESOP"), First Federal Bancorporation 1995
Stock Option and Incentive Plan Trust ("Option Plan"),
and the following individuals who serve as their
trustees: Walter R. Fankhanel, Martin R. Sathre,
James R. Sharp, Ralph T. Smith, and Dean J. Thompson.
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. 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 and the Option Plan identified in Item 2(a), filing under
the Item 3(f) classification, and by each trustee of the trusts
established pursuant to the ESOP and Option Plan, filing pursuant
to Rule 13d-1(c) and applicable SEC no-action letters.
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Page 10 of 12 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.
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 and a stock option plan 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 in-
fluencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a partici-
pant in any transaction having that purpose or effect.
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Page 11 of 12 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.
FIRST FEDERAL BANCORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ Walter R. Fankhanel February 11, 2000
__________________________________ _________________
Walter R. Fankhanel, as Trustee Date
/s/ Martin R. Sathre February 11, 2000
__________________________________ _________________
Martin R. Sathre, as Trustee Date
/s/ James R. Sharp February 11, 2000
__________________________________ _________________
James R. Sharp, as Trustee Date
/s/ Ralph T. Smith February 11, 2000
__________________________________ _________________
Ralph T. Smith, as Trustee Date
/s/ Dean J. Thompson February 11, 2000
__________________________________ _________________
Dean J. Thompson, as Trustee Date
FIRST FEDERAL BANCORPORATION
1995 STOCK OPTION AND INCENTIVE PLAN TRUST
By Its Trustees:
/s/ Walter R. Fankhanel February 11, 2000
___________________________________ _________________
Walter R. Fankhanel, as Trustee Date
/s/ Martin R. Sathre February 11, 2000
___________________________________ _________________
Martin R. Sathre, as Trustee Date
/s/ James R. Sharp February 11, 2000
___________________________________ _________________
James R. Sharp, as Trustee Date
/s/ Ralph T. Smith February 11, 2000
___________________________________ _________________
Ralph T. Smith, as Trustee Date
/s/ Dean J. Thompson February 11, 2000
___________________________________ _________________
Dean J. Thompson, Trustee Date
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Page 12 of 12 Pages
SIGNATURE:
/s/ Walter R. Fankhanel February 11, 2000
_________________________________________ _________________
Walter R. Fankhanel, as an Individual Date
Stockholder
/s/ Martin R. Sathre February 11, 2000
________________________________________ _________________
Martin R. Sathre, as an Individual Date
Stockholder
/s/ James R. Sharp February 11, 2000
_________________________________________ _________________
James R. Sharp, as an Individual Date
Stockholder
/s/ Ralph T. Smith February 11, 2000
_________________________________________ _________________
Ralph T. Smith, as an Individual Date
Stockholder
/s/ Dean J. Thompson February 11, 2000
_________________________________________ _________________
Dean J. Thompson, as an Individual Date
Stockholder
