UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
January 11, 2000
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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 Q.
* 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
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 21,157 shares
BENEFICIALLY
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. 4 to Schedule 13D
solely to amend Items 4 and 7.
Item 4. Purpose of Transaction
Mr. Lame believes that Lenox Bancorp, Inc. ("Lenox" or the "Company")
is undervalued and that management of the Company should explore alternatives to
maximize shareholder value. As previously disclosed in Amendment No. 3, on or
about December 14, 1999, Mr. Lame submitted a shareholder proposal pursuant to
Rule 14a-8 to retain an investment banking firm to explore all strategic
alternatives to maximize shareholder value including, but not limited to, the
sale of one or both of the branches of Lenox Savings Bank or a merger of the
Company and with such investment banking firm to be instructed to report to the
entire Board of Directors of Lenox, a copy of which is attached as Exhibit 1.
In his capacity as a shareholder of the Company, Mr. Lame intends to
enter into discussions and communications with others regarding his views on
ways to maximize shareholder value and the value of the Company. In his capacity
as a shareholder of the Company, Mr. Lame may also seek to identify and
communicate with potential acquirors of Lenox or its branches or other parties
that desire to maximize shareholder value through proposals that 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, changes to the Company's board of directors or other extraordinary
actions or transactions involving the Company or the Common Stock of the
Company. Mr. Lame 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 activity of Mr. Lame 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"). Mr. Lame will advance
proposals, and take actions or engage in transactions only if, as and when
permitted by the OTS and FDIC regulations then applicable to him and to the
extent applicable to him.
Other than as set forth above, Mr. Lame 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;
(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;
(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 7. Exhibits
1. Shareholder Proposal submitted to Lenox by Mr. Lame on December
15, 1999
[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.
January 11, 2000 By:/s/ John C. Lame
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John C. Lame
PROPOSAL TO MAXIMIZE SHAREHOLDER VALUE
Proposal:
RESOLVED, that Lenox Bancorp, Inc. ("Lenox" or the "Company")
immediately retain an investment banking firm to explore all strategic
alternatives to maximize shareholder value including, but not limited
to, the sale of one or both of the branches of Lenox Savings Bank or a
merger of the Company and with such investment banking firm to be
instructed to report to the entire Board of Directors.
Supporting Statement:
John C. Lame, a member of the Board of Directors who owns 21,839 shares
of Lenox Common Stock, believes that there is significant inherent value in
Lenox that has been unrealized by the Company's current management. Mr. Lame
believes that Lenox's current management has not provided the Company with the
disciplined business management and focus that it needs. There is little
evidence of achievement by the Company, and the shareholders are being punished
by a decrease in the value of their Lenox shares.
Specifically, Lenox has failed to perform satisfactorily in the
following areas critical to its long term success and future independence:
- Lenox management has failed to grow core deposits at acceptable
rates.
- Lenox has failed to grow net interest margin and non-interest
income.
- Lenox has failed to meet economic objectives required to reinvest
in either its Ivorydale headquarters or other proposed branch
locations.
- Lenox has failed to grow earnings per share and return on equity
at a rate acceptable to shareholders.
- Lenox has failed to generate adequate profits to fund an
attractive and growing dividend.
- Lenox has failed to provide a liquid and attractively priced
market for its shares relative to its liquidation value.
- Lenox has failed to attract and maintain management capable of
developing plans and achieving its business objectives.
- Lenox management has failed to create and maintain a favorable
working relationship with several of its Board of Directors.
<PAGE>
Mr. Lame believes Lenox's Board of Directors should take active
measures to maximize the value of shareholders' investment in the Company by
retaining an independent investment banking firm for the purpose of analyzing
and reporting to the entire Board of Directors on strategic alternatives that
may be appropriate in order to maximize the value of Lenox's Common Stock. Such
alternatives may include but are not limited to the sale of substantially all of
Lenox's assets or a merger or other business combination of Lenox. Mr. Lame also
notes that a proposal to maximize shareholder value which was included in last
year's proxy statement received approval from 48% of Lenox's outstanding shares.
A VOTE FOR THIS PROPOSAL would best serve the interests of Lenox
shareholders.
