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 AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b).
Amendment No. 5
Falmouth Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
306763-10-3
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(CUSIP Number)
December 31, 2002
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Date of Event which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which the
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).
CUSIP No. 306763-10-3 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only).
Falmouth Co-operative Bank
Employee Stock Ownership Plan and Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Employee benefit plan of Delaware corporation.
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5 SOLE VOTING POWER
0
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 30,551
OWNED BY --------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH: --------------------------------------------------
8 SHARED DISPOSITIVE POWER
82,191
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,191
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.11% of 902,513 shares of Common Stock outstanding as of
December 31, 2002.
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6 Pages
Item 1(a)
Name of Issuer: Falmouth Bancorp, Inc.
Item 1(b)
Address of Issuer's Principal Executive Offices: 20 Davis Straits
Falmouth, Massachusetts 02540
Item 2(a)
Name of Person Filing: Falmouth Co-operative Bank
Employee Stock Ownership Plan and Trust
Trustees:
Item 2(b)
Address of Principal Business Office
or, if none, Residence: 20 Davis Straits
Falmouth, Massachusetts 02540
Item 2(c)
Citizenship: Employee benefit plan of Delaware corporation.
Item 2(d)
Title of Class of Securities: Common stock, par value $0.01 per share
("Common Stock").
Item 2(e)
CUSIP Number: 306763-10-13
Item 3
The person filing is:
(f) [X] An employee benefit plan or endowment fund
in accordance with [SECTION]240.13d-1(b)(1)(ii)(F).
Item 4
Ownership:
The following information with respect to the Plan's ownership of
Common Stock is provided as of December 31, 2002. None of the shares set
forth below constitute shares the beneficial ownership of which the Plan had
the right to acquire within 60 days following such date.
Page 4 of 6 Pages
(a) Amount Beneficially Owned 82,191
(b) Percent of Class 9.11%
(c) Number of shares as to which
the person has:
(i) sole power to vote or to
direct the vote 0
(ii) shared power to vote or to
direct the vote 30,551
(iii) sole power to dispose or to
direct the disposition of 0
(iv) shared power to dispose or to
direct the disposition of 82,191
The reporting person is an employee stock ownership plan and trust under
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
with individual accounts for the accrued benefits of participating
employees and their beneficiaries. The reporting person is administered by
an ESOP Committee ("ESOP Committee") and its assets are held in trust
("ESOP Trust") by three individual trustees ("Plan Trustees"). The number
of shares listed as beneficially owned represents the entire number of
shares of Common Stock held in the ESOP Trust by the Plan Trustees, as of
December 31, 2002. As of September 30, 2002, 51,640 of such shares of
Common Stock had been allocated to individual accounts established for
participating employees and their beneficiaries, and 30,551 of such shares
were held, unallocated, for allocation in future years. In general,
participating employees and their beneficiaries have the power and
authority to direct the voting of shares of Common Stock allocated to their
individual accounts. Such allocated shares are, therefore, not included as
shares over which the reporting person has sole or shared voting power.
The reporting person, through the Plan Trustees, has shared voting power
over unallocated Common Stock. Any unallocated Common Stock is generally
required to be voted by the Plan Trustees in the same proportion as Common
Stock which has been allocated to Participants is directed to be voted.
The reporting person, through the Plan Trustees has shared dispositive
power over all unallocated Common Stock held by the reporting person. The
reporting person, acting through the Plan Trustees shares dispositive power
over allocated Common Stock with participating employees and their
beneficiaries, who have the right to determine whether Common Stock
allocated to their respective accounts will be tendered in response to a
tender offer but otherwise have no dispositive power. Any unallocated
Common Stock is generally required to be tendered by the Plan Trustees in
the same proportion as Common Stock which has been allocated to
Participants is directed to be tendered. In limited circumstances, ERISA
may confer upon the Plan Trustees the power and duty to control the voting
and tendering of Common Stock allocated to the accounts of participating
employees and beneficiaries who fail to exercise their voting and/or tender
rights. The reporting person disclaims voting power with respect to such
allocated Common Stock.
Page 5 of 6 Pages
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:
Dividends declared on Common Stock held by the Plan which have been
allocated to the account of a Participant are allocated to the account of
such Participant. Such dividends may be held and invested in the same
manner as funds generally held or invested by the Plan which are not
invested in Common Stock or distributed to Participants in accordance with
and at such time as provided in the Plan Document. Participants may
receive, or direct the receipt of, proceeds of the sale of Common Stock
held by the Plan and allocated to their accounts to the extent they have
become vested in such Common Stock and at such times as provided in the
Plan Document. No Participant has the right to receive or the power to
direct the receipt of dividends on, or the proceeds of the sale of, more
than 5% of the Common Stock issued and outstanding as of the date hereof.
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:
The reporting person is an employee benefit plan subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended.
Item 9
Notice of Dissolution of Group: Not applicable.
Page 6 of 6 Pages
Item 10
Certification:
By signing below I certify that, to the best of my 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.
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.
Date: February 14, 2003
FALMOUTH CO-OPERATIVE BANK EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
By: /s/ Gardner L. Lewis
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Gardner L. Lewis - Trustee
By: /s/ William E. Newton
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William E. Newton - Trustee
By: /s/ John J. Lynch, Jr.
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John J. Lynch, Jr. - Trustee