UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
August 30, 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 31,583
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
31,583
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,583 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);
11.08%
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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>
Item 1. Security and Issuer
This statement relates to shares of Common Stock, par value $0.01 per share
(the "Common Stock"), of Lenox Bancorp, Inc. (the "Company"), an Ohio
corporation having its principal executive offices at 5255 Beach Street, St.
Bernard, Ohio 45217.
Item 2. Identity and Background
(a) This statement is being filed on behalf of John C. Lame (the
"Reporting Person").
(b) The Reporting Person resides at 1260 Hayward Avenue, Cincinnati, Ohio
45208.
(c) The Reporting Person is a (i) director of the Company and its
wholly-owned subsidiary, Lenox Savings Bank (the "Bank"),which has the
same principal executive office as the Company and (ii) partner of
J.C. Bradford & Co., a brokerage company located at 312 Walnut Street,
Suite 100, P.O. Box 5734, Cincinnati, Ohio 45201-5734.
(d) The Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last
five years.
(e) The Reporting Person has not during the last five years been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction nor as a result of such proceeding was he or is
he subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Although the Reporting Person has not purchased any shares of Common Stock
of the Company within the last 60 days, he has utilized only personal funds in
connection with acquisitions to date of such Common Stock.
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Item 4. Purpose of Transaction
The Reporting Person acquired his beneficial ownership in the shares of
Common Stock of the Company for investment purposes.
The Reporting Person believes that the Company is undervalued and that
management of the Company should explore alternatives to enhance shareholder
value. Unless and until the Company's management takes appropriate measures to
protect the interests of the Company's shareholders and increase shareholder
value, the Reporting Person, in his capacity as a shareholder of the Company,
intends to review continuously his investment in the Company and is considering
proposing to the Company and its board of directors that certain fundamental
actions or transactions be evaluated and/or consummated, including, without
limitation: the merger or consolidation of the Company with another party; a
sale of all or substantially all of the assets of the Company; a significant
investment in the Company by existing investors or by new strategic investors;
and other actions regarding the possible sale of the Company. Such proposals
could result in a change in control of the Company, changes in the Company's
capitalization or in the Company's business or corporate structure, changes in
the Company's management, a tender offer by the Reporting Person and/or others
aligned with the Reporting Person for all or substantially all of the
outstanding shares of Common Stock of the Company, changes to the Company's
board of directors, a solicitation of proxies with regard to any of the
foregoing actions or other communications regarding shareholder matters with the
Company's other shareholders, or other extraordinary actions or transactions
involving the Company or the Common Stock of the Company. 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.
Any proposal advanced by the Reporting Person in his capacity as a
shareholder of the Company may be subject to regulation by the Office of Thrift
Supervision ("OTS") and the Federal Deposit Insurance Corporation ("FDIC"). The
Reporting Person will advance proposals, and take actions or engage in
transactions if, as and when permitted by the OTS and FDIC regulations then
applicable to him.
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;
<PAGE>
(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;
(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 31,583 shares, representing
11.08% of the outstanding shares of the Company, based upon 285,028
outstanding shares at August 23, 1999.
The beneficially owned shares include 426 shares underlying stock
awards granted under the Company's 1997 Incentive Plan which the Reporting
Person currently has the right to acquire.
(b) Of the shares referred to in Item 5(a), the Reporting Person has
the sole power to vote 31,583 of the shares.
(c) Except as reported in Item 3 hereof, there has been no transaction
in the Common Stock of the Company effected during the past sixty (60) days
by the Reporting Person.
(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.
<PAGE>
Item 6. Contracts, Arrangements, Understandings, and Relationships with
Respect to Securities of the Issuer
The Reporting Person is a director of the Company and the Bank and has
entered into an agreement with the Company pursuant to the Company's 1997
Incentive Plan. The Plan awarded the Reporting Person 426 shares of the
Company's Common Stock. The Plan also grants the Reporting Person non-statutory
stock options to purchase 1,277 shares of the Company's Common Stock at an
exercise price of $17.00. The options become exercisable in five equal
installments beginning on December 21, 1999, the first anniversary of the date
of the grant.
Item 7. Material Required to be Filed as Exhibits
The Company's 1997 Incentive Plan disclosed in Item 6 is incorporated by
reference into this document from the Company's Registration Statement on Form
S-8 filed with the SEC on July 22, 1998 (File No. 333-59605).
[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.
August 30, 1999 By: /s/ John C. Lame
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John C. Lame
