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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
HAYWOOD BANCSHARES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
421334 10 3
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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 12 pages<PAGE>
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CUSIP No. 421334 10 3 13G Page 2 of 12 Pages
1. NAME OF REPORTING PERSON:
Haywood Savings Bank, Inc., SSB Employee Stock Ownership
Plan
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
56-0257082
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of North Carolina
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 147,749
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 147,749
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
147,749
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.2%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 421334 10 3 13G Page 3 of 12 Pages
1. NAME OF REPORTING PERSON:
C. Jeff Reece, Jr.
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 12,000
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 183,749
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 12,000
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 183,749
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
195,749
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 16.2%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 421334 10 3 13G Page 4 of 12 Pages
1. NAME OF REPORTING PERSON:
C. Leon Turner
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 25
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 147,749
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 25
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 147,749
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
147,774
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.2%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 421334 10 3 13G Page 5 of 12 Pages
1. NAME OF REPORTING PERSON:
Forrest Bryson
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 16,611
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 8,000
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 16,611
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 8,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
24,611
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 2.0%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 421334 10 3 13G Page 6 of 12 Pages
1. NAME OF REPORTING PERSON:
Johnnie Sue Caldwell
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 8,966
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 8,966
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
8,966
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0.7%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 421334 10 3 13G Page 7 of 12 Pages
1. NAME OF REPORTING PERSON:
Philip S. Dooly
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 4,200
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 8,000
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 4,200
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 8,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
12,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.0%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 421334 10 3 13G Page 8 of 12 Pages
1. NAME OF REPORTING PERSON:
Michael Erwin
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 11,645
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 9,000
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 11,645
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 9,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
20,645
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.7%
12. TYPE OF REPORTING PERSON: IN
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13G Page 9 of 12 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Haywood Savings Bank, Inc., S.S.B.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
505 North Main Street
Waynesville, North Carolina 28786
ITEM 2(a) NAME OF PERSON(S) FILING.
Haywood Savings Bank, Inc., SSB Employee Stock
Ownership Plan ("ESOP"), and the following individuals
who serve as either ESOP Committee members or trustees
of the trust established under the ESOP: C. Jeff
Reece, Jr., C. Leon Turner, Forrest Bryson, Johnnie
Sue Caldwell, Philip S. Dooly and Michael Erwin.
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 $1.00 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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13G 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.
Pursuant to Section 13.7 of the ESOP, 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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13G 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.
HAYWOOD SAVINGS BANK, INC., S.S.B.
EMPLOYEE STOCK OWNERSHIP PLAN
By Its Trustees:
/s/ C. Jeff Reece, Jr. February 10, 1997
__________________________________ _________________
C. Jeff Reece, Jr., as Trustee Date
/s/ C. Leon Turner February 13, 1997
__________________________________ _________________
C. Leon Turner, as Trustee Date
/s/ Forrest Bryson February 13, 1997
_________________________________________ _________________
Forrest Bryson, Plan Committee Member Date
/s/ Johnnie Sue Caldwell February 11, 1997
___________________________________________ _________________
Johnnie Sue Caldwell, Plan Committee Member Date
/s/ Philip S. Dooly February 10, 1997
_________________________________________ _________________
Philip S. Dooly, Plan Committee Member Date
/s/ Michael Erwin February 11, 1997
_________________________________________ _________________
Michael Erwin, Plan Committee Member Date
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13G Page 12 of 12 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. The trustees
share voting and dispositive powers with the ESOP Committee. Pursuant to
Section 13.6 of the ESOP, (i) the trustees vote common stock allocated to
participant accounts in accordance with instructions by participants, and (ii)
shares of common stock of the issuer which have not been allocated shall be
voted by the trustee as directed by the ESOP Committee. Pursuant to Section
13.3 of the ESOP, the trustees exercise investment direction as directed by
the ESOP Committee. Overall, the trustees and the ESOP Committee must
exercise their voting and dispositive powers 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.
