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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. 4) *
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)
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. 421334 10 3 13G Page 2 of 12 Pages
1. NAME OF REPORTING PERSONS:
Haywood Savings Bank, Inc., SSB Employee Stock Ownership
Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
56-0257082
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 North Carolina
Number of shares beneficially owned by each reporting person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 127,250
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 127,250
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 127,250
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.18%
12. TYPE OF REPORTING PERSON*: EP
* SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 421334 10 3 13G Page 3 of 12 Pages
1. NAME OF REPORTING PERSONS:
C. Jeff Reece, Jr.
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 14,526
6. SHARED VOTING POWER 144,390
7. SOLE DISPOSITIVE POWER: 14,526
8. SHARED DISPOSITIVE POWER: 144,390
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 158,916
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.71%
12. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 421334 10 3 13G Page 4 of 12 Pages
1. NAME OF REPORTING PERSONS:
C. Leon Turner
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 10
6. SHARED VOTING POWER 127,250
7. SOLE DISPOSITIVE POWER: 10
8. SHARED DISPOSITIVE POWER: 127,250
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 127,260
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.18%
12. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 421334 10 3 13G Page 5 of 12 Pages
1. NAME OF REPORTING PERSONS:
Forrest Bryson
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 11,128
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER: 11,128
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 11,128
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0.89%
12. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 421334 10 3 13G Page 6 of 12 Pages
1. NAME OF REPORTING PERSONS:
Jack T. Nichols
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 22,675
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER: 22,675
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 22,675
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.81%
12. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 421334 10 3 13G Page 7 of 12 Pages
1. NAME OF REPORTING PERSONS:
Philip S. Dooly
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 1,700
6. SHARED VOTING POWER 8,000 **
7. SOLE DISPOSITIVE POWER: 1,700
8. SHARED DISPOSITIVE POWER: 8,000 **
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 9,700
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0.78%
12. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
** 4,000 shares trustee for Haywood Builders Supply ESOP plus
4,000 shares owned jointly with spouse.
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CUSIP No. 421334 10 3 13G Page 8 of 12 Pages
1. NAME OF REPORTING PERSONS:
Michael Erwin
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 12,690
6. SHARED VOTING POWER 9,000
7. SOLE DISPOSITIVE POWER: 12,690
8. SHARED DISPOSITIVE POWER: 9,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 21,690
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ X ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.73%
12. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
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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 Bancshares, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
370 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, Jack T.
Nichols, 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. 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]
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13G Page 10 of 12 Pages
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 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 pursuant to Rule 13d-1(c). Exhibit
A contains a disclosure of the voting and dispositive power over
shares of the issuer held directly by these entities.
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.
Haywood Bancshares, Inc., in its capacity as the ESOP
Committee, has the power 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 or plan committee member 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.
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13G Page 11 of 12 Pages
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 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.
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., SSB
EMPLOYEE STOCK OWNERSHIP PLAN
By Its Trustees:
/s/ C. Jeff Reece, Jr. February 1, 2000
_____________________________ _________________
C. Jeff Reece, Jr., as Trustee Date
/s/ C. Leon Turner February 3, 2000
______________________________ _________________
C. Leon Turner, as Trustee Date
/s/ Forrest Bryson February 1, 2000
___________________________________ _________________
Forrest Bryson, Plan Committee Member Date
/s/ Jack T. Nichols February 1, 2000
____________________________________ _________________
Jack T. Nichols, Plan Committee Date
Member
/s/ Philip S. Dooly February 2, 2000
____________________________________ _________________
Philip S. Dooly, Plan Committee Member Date
/s/ Michael Erwin February 1, 2000
____________________________________ _________________
Michael Erwin, Plan Committee Member Date
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13G Page 12 of 12 Pages
Exhibit A
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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.
