UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
LENOX 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)
526253109
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(CUSIP Number)
John C. Lame, 1260 Hayward Avenue, Cincinnati, Ohio 45208, (513) 321-7405
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 10, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
* 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
disclosures provided in a prior cover page.
The information required on 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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SCHEDULE 13D
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CUSIP No. 526253109
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John C. Lame
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2 CHECK BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 21,157 shares
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
21,157 shares
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,839 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
7.7%
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14 TYPE OF REPORTING PERSON
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
John C. Lame (the "Reporting Person") files this Amendment No. 3 to Schedule 13D
solely to amend Items 4 and 5.
Item 4. Purpose of Transaction
On December 14, 1999, the Reporting Person submitted a shareholder proposal
to Lenox Bancorp, Inc. ("Lenox" or the "Company") pursuant to Rule 14a-8 to
retain an investment banking firm to explore all strategic alternatives to
enhance shareholder value and the value of the Company including, but not
limited to, the adoption of a plan to sell one or both of the branches of Lenox
Savings Bank and/or other assets of the Company, and a merger or other business
combination involving the Company and with such investment banking firm to be
instructed to report to the entire Board of Directors of Lenox. Mr. Lame intends
to vote all of his shares in favor of this proposal.
The Reporting Person acquired his beneficial ownership in the shares of
Common Stock of the Company for investment purposes. The Reporting Person may
purchase additional shares of Common Stock of the Company in the open market or
in private transactions or sell any or all of his shares of Common Stock of the
Company.
Other than as set forth above, the Reporting Person has no plans or
proposals which would relate to or result in actions under any of the following
paragraphs of Item 4 of Schedule 13D:
(a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's articles of incorporation or by-laws or other
actions which may impede the acquisition of control of the Company by
any person;
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(h) causing a class of securities of the Company to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association; or
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially owns 21,839 shares, representing 7.7%
of the outstanding shares of the Company, based upon 285,028 outstanding shares
at November 12, 1999.
The beneficially owned shares include (i) 426 shares underlying stock
awards granted under the Company's 1997 Incentive Plan (the "Plan") which the
Reporting Person currently has the right to acquire and (ii) Plan options
exercisable on December 21, 1999 to acquire 256 shares.
(b) Of the shares referred to in Item 5(a), the Reporting Person has the
sole power to vote 21,157 of the shares.
(c) Except as reported herein, there have been no transactions in the
Common Stock of the Company effected during the past sixty (60) days by the
Reporting Person. On December 10, 1999, the Reporting Person gifted 10,000
shares to the Greater Cincinnati Foundation ("GCF"). Mr. Lame serves as a member
of the GCF's advancement committee which in no way is authorized to influence or
direct the investments of GCF. The price per share at the close of trading on
December 10, 1999 was $14.675.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities referred to in Item 5(a).
(e) Not applicable.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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SIGNATURE
After reasonable inquiry and to the best of his respective knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete, and correct.
December 14, 1999 By:/s/ John C. Lame
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John C. Lame
