SC 13G/A 1 l86540asc13ga.txt OHIO STATE FINANCIAL/FIRST BANKERS TRUST SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ohio State Financial Services, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common shares, no par value -------------------------------------------------------------------------------- (Title of Class of Securities) 677911 10 9 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2000 -------------------------------------------------------------------------------- (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). 2

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3 4 Item 1(a). Name of Issuer: --------- Ohio State Financial Services, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: --------- 435 Main Street Bridgeport, Ohio 43912 Item 2(a). Name of Persons Filing: --------- First Bankers Trust Company, N.A. Ohio State Financial Services, 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 Ohio State Financial Services, 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 Ohio State Financial Services, 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: --------- 677911 10 9 4 5 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) [X] 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 section 240.13d-1(b)(1)(ii)(E). (f) [X] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with section 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 section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership: ------ First Bankers Trust Company, N.A. (a) Amount Beneficially Owned: 58,353 (b) Percent of Class: 11.8% 5 6 (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 43,687 (ii) shared power to vote or to direct the vote: 14,666 (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: 58,353 Ohio State Financial Services Corporation Employee Stock Ownership Plan (a) Amount Beneficially Owned: 58,353 (b) Percent of Class: 11.8% (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: 58,353 There are 58,353 common shares owned by the Ohio State Financial Services 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. 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. 6 7 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. 7 8 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: 2/13/2001 By: /s/ Carmen Walch -------------------------------- Trust Officer OHIO STATE FINANCIAL SERVICES, INC. EMPLOYEE STOCK OWNERSHIP PLAN By: First Bankers Trust Company, N.A., Trustee Date: 2/13/2001 By: /s/ Carmen Walch -------------------------------- Trust Officer 8 9 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 Ohio State Financial Services, Inc., an Ohio corporation, shall be, and is, filed on behalf of each of the undersigned. FIRST BANKERS TRUST COMPANY, N.A. Date: 2/13/2001 By: /s/ Carmen Walch -------------------------------- Trust Officer OHIO STATE FINANCIAL SERVICES, INC. EMPLOYEE STOCK OWNERSHIP PLAN By: First Bankers Trust Company, N.A., Trustee Date: 2/13/2001 By: /s/ Carmen Walch -------------------------------- Trust Officer 9

OHIO STATE FINANCIAL SERVICES INC SC 13G/A