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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. ________)*
Peekskill Financial Corporation
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
705 385 10 2
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(CUSIP Number)
Check the following box if a fee is being paid with this statement X.
(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).
SEC 1745 (2-95) Page 1 of 8 Pages
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CUSIP NO. 705385102 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peeksville Financial Corporation Employee
Stock Ownership Plan
IRS I.D. No. - 37-1249810
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) X
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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5. SOLE VOTING POWER
NUMBER OF 303,381**
SHARES ---------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 24,599*
EACH ---------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 327,980**
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8. SHARED DISPOSITIVE POWER
-0-
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,980**
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* --
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.86%
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12. TYPE OF REPORTING PERSON*
EP
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** See Item 4
Page 2 of 8 Pages<PAGE>
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CUSIP NO. 705385102 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Bankers Trust Company, N.A.
IRS I.D. No. 37-0622729
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) X
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
NUMBER OF 303,381**
SHARES ---------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 24,599*
EACH ---------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 327,980**
---------------------------------------------------
8. SHARED DISPOSITIVE POWER
-0-
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9. AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPORTING PERSON
327,980**
- ------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* --
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.86%
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12. TYPE OF REPORTING PERSON*
BK
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** See Item 4
Page 3 of 8 Pages<PAGE>
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Item 1(a) Name of Issuer:
Peekskill Financial Corporation (the "Corporation")
Item 1(b) Address of Issuer's Principal Executive Offices:
1019 Park Street
Peekskill, NY 10566
Item 2(a) Name of Persons Filing:
Peekskill Financial Corporation Employee Stock Ownership
Plan (the "ESOP").
Pursuant to applicable regulations, First Bankers Trust
Company, N.A. (the "Trustee"), the Trustee of the ESOP
may also be deemed to be a "beneficial owner" of the
shares held by the ESOP which have not been allocated to
a specific participant account, as described below.
Item 2(b) Address of Principal Business Office:
The business address of the ESOP is:
1019 Park Street
Peekskill, NY 10566
The business address of the Trustee of the ESOP is:
Broadway at 12th Street
Quincy, Illinois 62301-3566
Item 2(c) Citizenship:
The ESOP trust was established under the laws of the
State of Illinois. The Trustee is a national bank
incorporated under the laws of the United States.
Item 2(d) Title of Class of Securities:
Common stock, par value $.01 per share.
Item 2(e) CUSIP Number: 705 385 10 2
Item 3 This statement is filed pursuant to Rule 13d-1(b). The
persons filing are an Employee Benefit Plan, which is
subject to the Employee Retirement Income Security Act of
1974, as amended, and the Trustee thereof.
Item 4 Ownership:
The ESOP holds an aggregate of 327,980 shares (10.86% of
the outstanding shares of the class) of the Corporation.
Of the 327,980 shares held, the ESOP has sole voting
power with respect to 303,381 of such shares and sole
dispositive power with respect to 327,980 shares. The
ESOP has shared voting power with the participants with
respect to the 24,599 shares which have been allocated to
the accounts of individual participants.
Page 4 of 8 Pages
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First Bankers Trust Company, N.A., the Trustee of the
ESOP, may be deemed under applicable regulations to
"beneficially" own the shares held by the ESOP. However,
the Trustee expressly disclaims beneficial ownership of
the shares held by the ESOP. Other than the shares held
by the ESOP, the Trustee does not beneficially own any
shares of Corporation Common Stock.
Pursuant to Section 8.2 of Article VIII of the ESOP,
participants in the ESOP are entitled to instruct the
Trustee of the ESOP as to the voting of the shares
allocated to their accounts. The Trustee is required to
vote the shares held by the ESOP which have not been
allocated to specific accounts on each issue with respect
to which shareholders are entitled to vote in the
proportion that the participants had voted the shares
allocated to their accounts with respect to such issue.
As of the date hereof, 24,599 shares had been allocated
to the accounts of individual participants.
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:
The ESOP shares are held on behalf of the ESOP partici-
pants pursuant to the terms of the Peekskill Financial
Corporation Employee Stock Ownership Plan and Trust
Agreement.
Pursuant to Section 8.4 of Article VIII of the ESOP,
dividends paid with respect to shares are allocated to
participants' accounts in the ESOP as of the record date
for the dividend payment and may be paid in cash to the
participants, pursuant to the directions of the Board of
Directors of the Corporation. Absent such direction by
the Board of Directors, cash from the payment of divi-
dends is retained in the accounts of participants or, to
the extent permitted by law, may be used to repay the
ESOP loan. The Trustee has the right to sell allocated
shares held by the ESOP, the proceeds from which are
allocated to the accounts of individual participants.
The Trustee also may sell unallocated shares, to the
extent such shares are not pledged to secure borrowed
funds. With respect to unallocated shares, cash received
from the sale of shares or payment of dividends is
retained in the ESOP trust and may be used to purchase
additional shares or 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.
Page 5 of 8 Pages<PAGE>
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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 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 6 of 8 Pages<PAGE>
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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.
PEEKSKILL FINANCIAL CORPORATION
Date: February 17, 1998 EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ Carmen Walch
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First Bankers Trust Company, N.A.,
Trustee
Name: Carmen Walch
Title: Trust Officer
Date: February 17, 1998 FIRST BANKERS TRUST COMPANY, N.A.
By: /s/ Patricia Brink
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Name: Patricia Brink
Title: Cashier
