FIRST BANKERS TRUST CO NA
SC 13G/A, 1997-02-14
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1 )*


                            INDUSTRIAL BANCORP, INC.
                    _________________________________________
                                (Name of Issuer)


                           COMMON SHARES, NO PAR VALUE
                    _________________________________________
                         (Title of Class of Securities)


                                   455882 10 0
                    _________________________________________
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement ____ . (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

* 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).

                                      -1-
<PAGE>




CUSIP No. 455882 10 0                  13G


  1    NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       Industrial Bancorp, Inc. Employee Stock Ownership Plan


  2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                       (a) _____


                                       (b) __X__

  3    SEC USE ONLY



  4    CITIZENSHIP OR PLACE OF ORGANIZATION

       Ohio

                |   5   SOLE VOTING POWER
                |
                |       -0-
   NUMBER OF    |
     SHARES     |   6   SHARED VOTING POWER
  BENEFICIALLY  |
     OWNED      |       -0-
    BY EACH     |
   REPORTING    |
    PERSON      |   7   SOLE DISPOSITIVE POWER
     WITH       |
                |       -0-
                | 
                |   8   SHARED DISPOSITIVE POWER
                |
                |       533,610

  9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       533,610

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



  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

       9.6%

  12   TYPE OF REPORTING PERSON*

       EP

                                      -2-
<PAGE>




CUSIP No. 455882 10 0                  13G


  1    NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       First Bankers Trust Company, N.A.

  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

                |   5   SOLE VOTING POWER
                |
                |       397,421
   NUMBER OF    |
     SHARES     |   6   SHARED VOTING POWER
  BENEFICIALLY  |
     OWNED      |       -0-
    BY EACH     |
   REPORTING    |
    PERSON      |   7   SOLE DISPOSITIVE POWER
     WITH       |
                |       -0-
                | 
                |   8   SHARED DISPOSITIVE POWER
                | 
                |       533,610

  9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       533,610

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



  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

       9.6%

  12   TYPE OF REPORTING PERSON*

       BK

                                      -3-
<PAGE>



ITEM 1(a).  Name of Issuer:

            Industrial Bancorp, Inc.

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

            211 N. Sandusky Street
            Bellevue, Ohio  44811

ITEM 2(a).  Name of Persons Filing:

            First Bankers Trust Company, N.A.

            Industrial Bancorp, Inc. Employee Stock Ownership Plan

ITEM 2(b).  Address of Principal Business Office or, if none, Residence:

            First Bankers Trust Company, N.A.
            1201 Broadway
            Quincy, Illinois  62301

            Industrial Bancorp, Inc. Employee Stock Ownership Plan
            First Bankers Trust Company, N.A., Trustee
            1201 Broadway
            Quincy, Illinois  62301

ITEM 2(c).  Citizenship:

            First Bankers Trust Company, N.A.
               Organized under the laws of the United States

            Industrial Bancorp, Inc. Employee Stock Ownership Plan:
               Organized in Ohio

ITEM 2(D).  Title and Class of Securities:

            Common shares, no par value

ITEM 2(E).  CUSIP Number:

            455882 10 0



                                      -4-
<PAGE>


ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
        check whether the person filing is a:

          (a)  [ ] Broker or Dealer registered under Section 15 of the Act

          (b)  [X] Bank as defined in section 3(a)(19) of the Act

          (c)  [ ] Insurance Company as defined in section 3(a)(19) of the Act

          (d)  [ ] Investment Company registered under section 8 of the
               Investment Company Act

          (e)  [ ] Investment Advisor registered under section 203 of the
               Investment Advisers Act of 1940

          (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 ss.240.13d-1(b)(1)(ii)(F)

          (g)  [ ] Parent Holding Company, in accordance with
               ss. 240.13d-1(b)(1)(ii)(G)

          (h)  [ ] Group, in accordance with 
               ss. 240.13d-1(b)(1)(ii)(H)

ITEM 4. Ownership:

          FIRST BANKERS TRUST COMPANY, N.A.

          (a)   Amount Beneficially Owned:
                533,610

          (b)   Percent of Class:
                9.6%

          (c)   Number of shares as to which such person has:

                (i)   sole power to vote or to direct the vote:
                      397,421

                (ii)  shared power to vote or to direct the vote:
                      -0-

                (iii) sole power to dispose or to direct the disposition of:
                      -0-

                                      -5-
<PAGE>


            (iv)  shared power to dispose or to direct the disposition of:
                  533,610

            INDUSTRIAL BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN

            (a)   Amount Beneficially Owned:
                  533,610

            (b)   Percent of Class:
                  9.6%

            (c)   Number of Shares as to which such person has:

                  (i)   sole power to vote or to direct the vote:
                        -0-

                  (ii)  shared power to vote or to direct the vote:
                        -0-

                  (iii) sole power to dispose or to direct the disposition of:
                        -0-

                  (iv)  shared power to dispose or to direct the disposition of:
                        533,610

                  There  are  533,610  common  shares  owned  by the  Industrial
                  Bancorp,  Inc.  Employee  Stock  Ownership  Plan (the "Plan").
                  First Bankers Trust Company, N.A., is the Trustee of the Plan.
                  Under  the  terms  of the Plan and the  Trust  Agreement,  the
                  Trustee  votes all of the shares  allocated to the accounts of
                  participants as directed by the participants to whose accounts
                  such shares have been  allocated.  With respect to unallocated
                  shares  or   allocated   shares  with   respect  to  which  no
                  instructions  have been  received,  the Plan provides that the
                  Trustee shall vote such shares in the Trustee's discretion. As
                  of December 31, 1996, 136,189  shares  had  been  allocated to
                  Plan participants.

                  Although  the Trustee has general  authority  to sell  assets,
                  because  the Plan  provides  that  the  Trustee  is to  invest
                  primarily in shares of the issuer, the authority to dispose of
                  such shares is limited by the Plan.


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

                  Inapplicable

                                      -6-
<PAGE>



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

                  Inapplicable

ITEM 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company:

                  Inapplicable

ITEM 8. Identification and Classification of Members of the Group:

                  Inapplicable

ITEM 9. Notice of Dissolution of Group:

                  Inapplicable

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.



                                      -7-
<PAGE>


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 BANKERS TRUST COMPANY, N.A.
 

Date:  2/12/97                          By: Carmen Walch
                                            Trust Officer


                                        INDUSTRIAL BANCORP, INC. EMPLOYEE
                                              STOCK OWNERSHIP PLAN

 
                                        By: First Bankers Trust Company, N.A.,
                                            Trustee
 

Date:  2/12/97                          By: Carmen Walch
                                            Trust Officer


                                      -8-
<PAGE>

                                    EXHIBIT A

                   AGREEMENT FOR JOINT FILING OF SCHEDULE 13G



     The  undersigned  hereby  agree that the  Schedule 13G being filed with the
Securities and Exchange Commission to report their beneficial  ownership of more
than 5% of the common shares of Industrial  Bancorp,  Inc., an Ohio corporation,
shall be, and is, filed on behalf of each of the undersigned.



                                        FIRST BANKERS TRUST COMPANY, N.A.
 

Date:  2/12/97                          By: Carmen Walch
                                            Trust Officer


                                        INDUSTRIAL BANCORP, INC. EMPLOYEE
                                              STOCK OWNERSHIP PLAN

 
                                        By: First Bankers Trust Company, N.A.,
                                            Trustee
 

Date:  2/12/97                          By: Carmen Walch
                                            Trust Officer




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