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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. 3) *
The Southern Banc Company, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
842233 10 8
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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 8 pages<PAGE>
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CUSIP No. 842233 10 8 13G Page 2 of 8 Pages
1. NAME OF REPORTING PERSONS:
The Southern Banc Company, Inc. Employee Stock Ownership
Plan Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
63-1161782
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 Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 114,048
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 50,602
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 114,048
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: * [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.7%
12. TYPE OF REPORTING PERSON:* EP
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 842233 10 8 13G Page 3 of 8 Pages
1. NAME OF REPORTING PERSONS:
Thomas F. Dowling
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 13,931
6. SHARED VOTING POWER 102,826
7. SOLE DISPOSITIVE POWER: 13,931
8. SHARED DISPOSITIVE POWER: 131,564
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 145,495
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.4%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 842233 10 8 13G Page 4 of 8 Pages
1. NAME OF REPORTING PERSONS:
Fred Taylor
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 13,416
6. SHARED VOTING POWER 99,576
7. SOLE DISPOSITIVE POWER: 13,416
8. SHARED DISPOSITIVE POWER: 128,314
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 141,730
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.1%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 842233 10 8 13G Page 5 of 8 Pages
1. NAME OF REPORTING PERSONS:
Rex G. Keeling, 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 13,416
6. SHARED VOTING POWER 99,476
7. SOLE DISPOSITIVE POWER: 13,416
8. SHARED DISPOSITIVE POWER: 128,214
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 141,630
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 12.1%
12. TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 6 of 8 Pages
Securities and Exchange Commission
Washington, D.C.
ITEM 1(a) NAME OF ISSUER.
The Southern Banc Company, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
221 S. 6th Street
Gadsden, Alabama 35901-4102
ITEM 2(a) NAME OF PERSON(S) FILING.
The Southern Banc Company, Inc. Employee Stock Ownership Plan
Trust ("ESOP"), and the following individuals who serve as its
trustees: Thomas F. Dowling, Fred Taylor, and Rex G. Keeling,
Jr.
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 $.01 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]
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) and
applicable SEC no-action letters.
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Page 7 of 8 Pages
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.
The ESOP Committee has the power to 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 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.
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.<PAGE>
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Page 8 of 8 Pages
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.
THE SOUTHERN BANC COMPANY, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ Thomas F. Dowling February 4, 1999
_____________________________ _________________
Thomas F. Dowling, as Trustee Date
/s/ Fred Taylor February 4, 1999
______________________________ _________________
Fred Taylor, as Trustee Date
/s/ Rex G. Keeling, Jr. February 4, 1999
______________________________ _________________
Rex G. Keeling, Jr., as Trustee Date
/s/ Thomas F. Dowling February 4, 1999
___________________________________ _________________
Thomas F. Dowling, as an Date
Individual Stockholder
/s/ Fred Taylor February 4, 1999
____________________________________ _________________
Fred Taylor, as an Individual Date
Stockholder
/s/ Rex G. Keeling, Jr. February 4, 1999
____________________________________ _________________
Rex G. Keeling, Jr., as an Date
Individual Stockholder
