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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)*
FFLC BANCORP, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
30242 W 104
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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).
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CUSIP No. 30242 W 104
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
First Federal Savings Bank of Lake County
Employee Stock Ownership Plan and 401(k) Plan
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /_/
(b) /_/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida
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NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 542,844
REPORTING --------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 542,844
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,844
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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)
10.0% of 5,408,287 shares of Common Stock outstanding
as of December 31, 2004.
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
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Page 2 of 6 Pages
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FIRST FEDERAL SAVINGS BANK OF LAKE COUNTY
EMPLOYEE STOCK OWNERSHIP PLAN AND 401(K) PLAN
SCHEDULE 13G
ITEM 1.
(a) Name of Issuer:
FFLC Bancorp, Inc.
(b) Address of Issuer's Principal Executive Offices:
800 North Boulevard West
P.O. Box 490420
Leesburg, FL 34749-0420
ITEM 2.
(a) Name of Person Filing:
First Federal Savings Bank of Lake County
Employee Stock Ownership Plan and 401(k) Plan
Trustee: The Bank of New York
One Wall Street, 12th Floor
New York, New York 10286
(b) Address of Principal Business Office or, if none, Residence:
800 North Boulevard West
P.O. Box 490420
Leesburg, FL 34749-0420
(c) Citizenship:
See Page 2, Item 4.
(d) Title of Class of Securities:
Common Stock, par value $0.01 per share
(e) CUSIP Number:
See Page 1.
Page 3 of 6 Pages
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(f)[x] An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
(a) Amount beneficially owned: See Page 2, Item 9.
(b) Percent of class: See Page 2, Item 11.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Page 2,
Item 5.
(ii) Shared power to vote or to direct the vote: See Page
2, Item 6.
(iii) Sole power to dispose or to direct the disposition
of: See Page 2, Item 7.
(iv) Shared power to dispose or to direct the disposition
of: See Page 2, Item 8.
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.
N/A
Page 4 of 6 Pages
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
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.
Page 5 of 6 Pages
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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.
February 9, 2005
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Date
/s/ Mary P. Dunleavy
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Signature
Mary P. Dunleavy
Bank of New York, as Trustee FBO
First Federal Savings Bank of Lake County
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Name/Title
Page 6 of 6 Pages