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. 2)
FPB Financial Corp.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
302549 10 0
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(CUSIP Number)
December 31, 2001
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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)
Page 1 of 5 Pages
CUSIP NO. 302549 10 0 Page 2 of 5 Pages
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1. NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
FPB Financial Corp. Employee Stock Ownership Plan 72-1438784
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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
Louisiana
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5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
19,927
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6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
6,581
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
19,927
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
6,581
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,508
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
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12. TYPE OF REPORTING PERSON
EP
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CUSIP NO. 302549 10 0 Page 3 of 5 Pages
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Item 1(a) Name of Issuer:
FPB Financial Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
300 West Morris Avenue
Hammond, Louisiana 70401
Item 2(a) Name of Person Filing:
FPB Financial Corp. Employee Ownership Plan
Item 2(b) Address of Principal Business Office or, if None, Residence:
FPB Financial Corp.
300 West Morris Avenue
Hammond, Louisiana 70401
Item 2(c) Citizenship:
Louisiana
Item 2(d) Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e) CUSIP Number:
302549 10 0
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).
Item 4. Ownership.
(a) Amount beneficially owned:
26,508
(b) Percent of class: 8.1%
CUSIP NO. 302549 10 0 Page 4 of 5 Pages
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 19,927
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(ii) Shared power to vote or to direct the vote 6,581
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(iii)Sole power to dispose or to direct the disposition of
19,927
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(iv) Shared power to dispose or to direct the disposition of
6,581
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The FPB Financial Corp. Employee Stock Ownership Plan Trust
("Trust") was established pursuant to the FPB Financial
Corp. Employee Stock Ownership Plan ("ESOP"). Under the
terms of the ESOP, the Trustees will generally vote the
allocated shares held in the ESOP in accordance with the
instructions of the participating employees and will
generally vote unallocated shares held in the ESOP in the
same proportion for and against proposals to stockholders
as the ESOP participants and beneficiaries actually vote
shares of Common Stock allocated to their individual
accounts, subject in each case to the fiduciary duties of
the ESOP Trustees and applicable law. Any allocated shares
which either abstain on the proposal or are not voted will
generally be disregarded in determining the percentage of
stock voted for and against each proposal by the
participants and beneficiaries. As of December 31, 2001,
6,581 shares have been or were committed to be allocated to
participants' accounts and 19,927 shares were unallocated.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable since the reporting entity owns more than 5%
of the class.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Participants in the ESOP are entitled to receive dividends
on, and the proceeds from, the sale of the shares allocated
to their accounts. The ESOP does not own more than 5% on
behalf of another person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable since the reporting entity is not a member of
a group.
Item 9. Notice of Dissolution of Group.
Not applicable since the reporting entity is not a member of
a group.
CUSIP NO. 302549 10 0 Page 5 of 5 Pages
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Item 10. Certifications.
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.
FPB FINANCIAL CORP.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
February 13, 2002 By: /s/ Fritz W. Anderson, II
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Fritz W. Anderson, II, Trustee
February 13, 2002 By: /s/ Bill W. Bowden
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Bill W. Bowden, Trustee
February __, 2002 By:
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Andre G. Coudrain, Trustee