FIRST MUTUAL BANCORP INC
SC 13G/A, 1999-02-11
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G/A
                                 (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)*


                           First Mutual Bancorp, Inc.
                           --------------------------
                                (Name of Issuer)


                     Common Stock, $.10 par value per share
               ---------------------------------------------------
                         (Title of Class of Securities)

                                   320941-10-7
                               ------------------
                                 (CUSIP Number)

                                December 31, 1998
                                -----------------
             (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)

         |_|      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


<PAGE>


CUSIP NO. 320941 10 7                                          Page 2 of 5 Pages



================================================================================
1        NAME OF REPORTING PERSON
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(ENTITIES ONLY)

                  First Mutual Bank, S.B.
                  Employee Stock Ownership Plan and Trust
                  IRS ID No. 37-1339075
- --------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a)   |_|
                                                                       (b)   |_|
- --------------------------------------------------------------------------------
3        SEC USE ONLY

- --------------------------------------------------------------------------------
4        CITIZENSHIP OR PLACE OF ORGANIZATION

            Illinois chartered stock savings institution's employee benefit plan
            organized in Illinois
- --------------------------------------------------------------------------------
                              5       SOLE VOTING POWER

                                         244,400
                              --------------------------------------------------
         NUMBER OF            6       SHARED VOTING POWER
          SHARES                         
       BENEFICIALLY                       128,558
         OWNED BY             --------------------------------------------------
           EACH               7       SOLE DISPOSITIVE POWER
        REPORTING
       PERSON WITH                        372,958
                              --------------------------------------------------
                              8       SHARED DISPOSITIVE POWER

                                      0
- --------------------------------------------------------------------------------
9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 372,958
- --------------------------------------------------------------------------------
10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES*

                                                                             |_|
- --------------------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               10.7%  of  3,530,570  shares of  Common Stock  outstanding  as of
               December 31, 1998.
- --------------------------------------------------------------------------------
12       TYPE IN REPORTING PERSON*

                  EP
================================================================================


<PAGE>


CUSIP NO. 320941 10 7                                          Page 3 of 5 Pages



Item 1(a).        Name of Issuer:

                  First Mutual Bancorp, Inc.

Item 1(b)         Address of Issuer's Principal Executive Offices:

                  135 East Main Street
                  Decatur, Illinois 62523

Item 2(a).        Name of Person Filing:

                  The First Mutual Bank, S.B.
                  Employee Stock Ownership Plan and Trust
                  Trustee:  First Bankers Trust Company, N.A.

Item 2(b).        Address of Principal Business Office:

                  2321 Koch's Lane
                  Quincy, Illinois 62301

Item 2(c).        Citizenship or Place of Organization:

                  Illinois  chartered  stock  savings   institution's   employee
                  benefit plan organized in Illinois.

Item 2(d).        Title of Class of Securities:

                  Common Stock, par value $.10 per share

Item 2(e).        CUSIP Number:

                  320941 10 7

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| This person is an Employee Benefit Plan,  Pension Fund
                  which is subject to the provisions of the Employee  Retirement
                  Income Security Act of 1974; see 13d-1(b)(1)(ii)(F).

Item 4.           Ownership:

                  As of December 31, 1998,  the  reporting  person  beneficially
                  owned  372,958  shares of the  Issuer.  This  number of shares
                  represents  10.7% of the  common  stock,  par  value  $.10 per
                  shares, of the Issuer, based


<PAGE>


CUSIP NO. 320941 10 7                                          Page 4 of 5 Pages



                  upon 3,530,570  shares of such common stock  outstanding as of
                  December 31, 1998.  As of December  31,  1998,  the  reporting
                  person has sole power to vote or to direct the vote of 244,400
                  shares  and  shared  power  to vote or to  direct  the vote of
                  128,558 shares. The reporting person has sole power to dispose
                  or to  direct  the  disposition  of  372,958  shares of common
                  stock.

Item 5.           Ownership of Five Percent or Less of a Class:

                  Not applicable

Item 6.           Ownership  of  More Than  Five Percent on  Behalf  of  Another
                  Person:

                  Not applicable

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:

                  The  reporting  person is an employee  benefit plan subject to
                  the provisions of the Employee  Retirement Income Security Act
                  of 1974.

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 purposes or effect.


<PAGE>


CUSIP NO. 320941 10 7                                          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.



Date: February 11, 1999                         FIRST MUTUAL BANK, S.B. EMPLOYEE
                                                STOCK OWNERSHIP PLAN AND TRUST


                                                /s/ Carmen Walch
                                                --------------------------
                                                By:      Carmen Walch
                                                         Trust Officer




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