UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Foundation Bancorp, Inc.
________________________________________________
(Name of Issuer)
Common shares, no par value
________________________________________________
(Title of Class of Securities)
349912 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).
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CUSIP No. 349912 10 0 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Foundation 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
37,030
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,030
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12 TYPE OF REPORTING PERSON*
EP
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CUSIP No. 349912 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
31,685
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH
REPORTING PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
8 SHARED DISPOSITIVE POWER
37,030
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,030
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12 TYPE OF REPORTING PERSON*
BK
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ITEM 1(A). Name of Issuer:
Foundation Bancorp, Inc.
ITEM 1(B). Address of Issuer's Principal Executive Offices:
25 Garfield Place
Cincinnati, Ohio 45202
ITEM 2(A). Name of Persons Filing:
First Bankers Trust Company, N.A.
Foundation 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
Foundation 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
Foundation 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:
349912 10 0
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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:
37,030
(b) Percent of Class:
8.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
31,685
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the disposition of:
-0-
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(iv) shared power to dispose or to direct the disposition of:
37,030
FOUNDATION BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN
(a) Amount Beneficially Owned:
37,030
(b) Percent of Class:
8.0%
(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: 37,030
There are 37,030 common shares owned by the Foundation
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, 5,345 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
ITEM 6. Ownership of More Than Five Percent on Behalf of
Another Person:
Inapplicable
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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.
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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
FOUNDATION 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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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 Foundation 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
FOUNDATION BANCORP, INC. EMPLOYEE
STOCK OWNERSHIP PLAN
By First Bankers Trust Company, N.A.,
Trustee
Date: 2/12/97 By Carmen Walch
Trust Officer
