UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 6
Falmouth Bancorp, Inc.
---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
---------------------------------------------------------------------------
(Title of Class of Securities)
306763-10-3
---------------------------------------------------------------------------
(CUSIP Number)
December 31, 2003
---------------------------------------------------------------------------
(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).
CUSIP NO. 306763-10-3 Page 2 of 6 Pages
---------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Falmouth Co-operative Bank - Employee Stock Ownership Plan and Trust
---------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
---------------------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------------------
4. Citizenship or Place of Organization
Employee Benefit Plan of Delaware corporation
---------------------------------------------------------------------------
5. Sole Voting Power 0
Number of ---------------------------------------------------------
Shares 6. Shared Voting Power 21,822
Beneficially ---------------------------------------------------------
Owned by 7. Sole Dispositive Power 0
Each ---------------------------------------------------------
Reporting 8. Shared Dispositive Power 82,120
Person With
---------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person 82,120
---------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):
[ ]
---------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
8.96% of 916,727 shares of Common Stock outstanding as of
December 31, 2003.
---------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions) EP
---------------------------------------------------------------------------
CUSIP NO. 306763-10-3 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 or Place of Organization:
Employee Benefit Plan of a Delaware corporation
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value per share ("Common Stock")
Item 2(e). CUSIP Number:
306763-10-3
Item 3. If This Statement is Filed Pursuant to [SECTIONS]240.13d-
1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing
is a:
The person filing is an:
(f) 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,
2003. 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.
(a) Amount beneficially owned: 82,120 shares
(b) Percent of class: 8.96%
CUSIP NO. 306763-10-3 Page 4 of 6 Pages
(c) Number of shares as to which the person has:
(i) sole voting power to vote or direct the vote: 0
shares
(ii) shared power to vote or to direct the vote:
21,822 shares
(iii) sole power to dispose or to direct the
disposition of: 0 shares
(iv) shared power to dispose or to direct the
disposition of: 82,120 shares
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,
2003. As of September 30, 2003, 31,500 of such shares of
Common Stock had been allocated to individual accounts
established for participating employees and their
beneficiaries, and 21,822 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.
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
CUSIP NO. 306763-10-3 Page 5 of 6 Pages
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.
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
and are held in the course of ordinary 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.
CUSIP NO. 306763-10-3 Page 6 of 6 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.
Date: January 20, 2004
FALMOUTH CO-OPERATIVE BANK EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
By: /s/ Gardner L. Lewis
--------------------
Name/Title: Gardner L. Lewis-Trustee
By: /s/ William E. Newton
---------------------
Name/Title: William E. Newton-Trustee
By: /s/ John J. Lynch, Jr.
----------------------
Name/Title: John J. Lynch, Jr.-Trustee