UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
ASB Financial Corp.
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(Name of Issuer)
Common shares, no par value
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(Title of Class of Securities)
00205P 10 7
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(CUSIP Number)
December 31, 2004
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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)
[ ] 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. 00205P 10 7 13G
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ASB Financial Corp. Employee Stock Ownership Plan
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Ohio
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Number of 5 Sole Voting Power
Shares
Beneficially -0-
Owned ---------------------------------------------------
by Each 6 Shared Voting Power
Reporting
Person -0-
With ---------------------------------------------------
7 Sole Dispositive Power
-0-
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8 Shared Dispositive Power
139,646
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
139,646
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11 Percent of Class Represented by Amount in Row 9
8.2%
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12 Type of Reporting Person (See Instructions)
EP
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2
CUSIP No. 00205P 10 7 13G
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
First Bankers Trust Services, Inc.
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Illinois
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Number of 5 Sole Voting Power
Shares
Beneficially -0-
Owned ---------------------------------------------------
by Each 6 Shared Voting Power
Reporting
Person -0-
With ---------------------------------------------------
7 Sole Dispositive Power
-0-
---------------------------------------------------
8 Shared Dispositive Power
211,658
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
211,658
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11 Percent of Class Represented by Amount in Row 9
12.4%
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12 Type of Reporting Person (See Instructions)
BK
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3
Item 1(a). Name of Issuer:
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ASB Financial Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
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503 Chillicothe Street
Portsmouth, Ohio 45662
Item 2(a). Names of Persons Filing:
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First Bankers Trust Services, Inc.
ASB Financial Corp. Employee Stock Ownership Plan
Item 2(b). Address of Principal Business Office or, if none, Residence:
---------
First Bankers Trust Services, Inc.
2321 Kochs Lane
P.O. Box 4005
Quincy, Illinois 62305
ASB Financial Corp. Employee Stock Ownership Plan
2321 Kochs Lane
P.O. Box 4005
Quincy, Illinois 62305
Item 2(c). Citizenship:
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First Bankers Trust Services, Inc.
Organized in Illinois
ASB Financial Corp. Employee Stock Ownership Plan
Organized in Ohio
Item 2(d). Title and Class of Securities:
---------
Common shares, without par value
Item 2(e). CUSIP Number:
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00205P 10 7
4
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:
(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 3(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) [ ] Group, in accordance with [SECTION]
240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
------
First Bankers Trust Services, Inc.
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(a) Amount beneficially owned:
211,658
(b) Percent of class:
12.4%
5
(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:
211,658
ASB Financial Corp. Employee Stock Ownership Plan
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(a) Amount beneficially owned:
139,646
(b) Percent of class:
8.2%
(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:
139,646
There are 139,646 common shares owned by the ASB Financial
Corp. Employee Stock Ownership Plan (the "ESOP"). First
Bankers Trust Services, Inc. is the Trustee of the ESOP. Under
the terms of the ESOP 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 ESOP provides that the
Trustee shall vote such shares in the Trustee's discretion.
All shares held in the ESOP have been allocated to the
accounts of participants.
6
Although the Trustee has general authority to sell assets,
because the ESOP provides that the Trustee is to invest
primarily in shares of the issuer, the authority to dispose of
such shares is limited by the ESOP.
There are 72,012 common shares held in the American Savings
Bank, fsb Deferred Compensation Plan (the "Deferred
Compensation Plan"). First Bankers Trust Services, Inc. is the
Trustee of the Deferred Compensation Plan. Under the terms of
the Deferred Compensation Plan and the trust agreement, the
Trustee votes the shares held in the Deferred Compensation
Plan as directed by American Savings Bank, fsb ("American").
The Trustee has the power to sell assets of the Deferred
Compensation Plan, however, the plan also grants to American
the ability to dispose of assets and to replace assets held in
the Deferred Compensation Plan with other assets in American's
discretion.
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:
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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.
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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 SERVICES, INC.
Date: February 7, 2005 By: /s/ Linda Shultz
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Linda Shultz, Trust Officer
ASB FINANCIAL CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
By: First Bankers Trust Services, Inc.
Trustee
Date: February 7, 2005 By: /s/ Linda Shultz
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Linda Shultz, Trust Officer
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EXHIBIT A
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AGREEMENT FOR JOINT FILING OF SCHEDULE 13G
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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 ASB Financial Corp., an Ohio
corporation, shall be, and is, filed on behalf of each of the undersigned.
FIRST BANKERS TRUST SERVICES, INC.
Date: February 7, 2005 By: /s/ Linda Shultz
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Linda Shultz, Trust Officer
ASB FINANCIAL CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
By: First Bankers Trust Services, Inc.
Trustee
Date: February 7, 2005 By: /s/ Linda Shultz
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Linda Shultz, Trust Officer
9