UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
FFD Financial Corporation
(Name of Issuer)
Common shares, no par value
(Title of Class of Securities)
30243C 10 7
(CUSIP Number)
December 31, 1998
(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)
[ ] 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>
- ----------------------------------------
CUSIP No. 30243C 10 7 13G
----------------------
- ----------------------------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FFD Financial Corporation 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
142,941
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,941
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- ------------------------------------------------------------------------------
2
<PAGE>
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CUSIP No. 30243C 10 7 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
98,862
NUMBER OF ---------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY EACH
REPORTING ---------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
---------------------------------------------------
8 SHARED DISPOSITIVE POWER
142,941
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,941
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BK
- ------------------------------------------------------------------------------
3
<PAGE>
Item 1(a). Name of Issuer:
FFD Financial Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
321 North Wooster Avenue
Dover, Ohio 44622
Item 2(a). Name of Persons Filing:
First Bankers Trust Company, N.A.
FFD Financial Corporation 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
FFD Financial Corporation 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
FFD Financial Corporation 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:
30243C 10 7
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<PAGE>
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C.
80a-8).
(e) [ ] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 13(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15
U.S.C. 80a-3).
(j) [ ] A group, in accordance with ss.
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
First Bankers Trust Company, N.A.
(a) Amount Beneficially Owned:
142,941
(b) Percent of Class:
9.9%
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<PAGE>
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
98,862
(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:
142,941
FFD Financial Corporation Employee Stock Ownership Plan
(a) Amount Beneficially Owned:
142,941
(b) Percent of Class:
9.9%
(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:
142,941
There are 142,941 common shares owned by the FFD Financial
Corporation 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.
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<PAGE>
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
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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<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: 2/12/99 By: /s/Carmen Walch
Trust Officer
FFD FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
By First Bankers Trust Company, N.A.,
Trustee
Date: 2/12/99 By: \s\Carmen Walch
Trust Officer
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<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 FFD Financial Corporation, an Ohio corporation,
shall be, and is, filed on behalf of each of the undersigned.
FIRST BANKERS TRUST COMPANY, N.A.
Date: 2/12/99 By: \s\Carmen Walch
Trust Officer
FFD FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
By First Bankers Trust Company, N.A.,
Trustee
Date: 2/12/99 By: \s\Carmen Walch
Trust Officer
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