UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______*
Foundation Bancorp, Inc.
_____________________________________________________________________
(Name of Issuer)
Common shares, no par value
_____________________________________________________________________
(Title of Class of Securities)
349912 10 0
_____________________________________________________________________
(CUSIP Numbers)
Laird L. Lazelle
Foundation Savings Bank
25 Garfield Place
Cincinnati, Ohio 45202
(513) 721-0120
_____________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 27, 1997
_____________________________________________________________________
(Date of Event which Requires Filing of this Statement)
<PAGE>
CUSIP No. 349912 10 0
1 Names of Reporting Persons and S.S. or I.R.S. Identification Nos. of
Above Persons
Laird L. Lazelle
2 Check the Appropriate Box if a Member of a Group*
(a) _____
(b) __X__
3 SEC Use Only
4 Source of Funds
SC, PF
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6 Citizenship or Place of Organization
United States
|
| 7 Sole Voting Power
|
| 13,149
Number of |
Shares | 8 Shared Voting Power
Beneficially |
Owned | 11,517
by Each |
Reporting Person | 9 Sole Dispositive Power
With |
| 11,500
|
| 10 Shared Dispositive Power
|
| 11,517
11 Aggregate Amount Beneficially Owned by Each Reporting Person
24,666
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row 11
5.3%
14 Type of Reporting Person*
IN
-2-
<PAGE>
ITEM 1. SECURITY AND ISSUER
Common Shares
Foundation Bancorp, Inc.
25 Garfield Place
Cincinnati, Ohio 45202
ITEM 2. IDENTITY AND BACKGROUND
(a) Laird L. Lazelle
(b) Foundation Bancorp, Inc.
25 Garfield Place
Cincinnati, Ohio 45202
(c) President and director of the Issuer and the Issuer's
wholly-owned subsidiary, Foundation Savings Bank ("Foundation")
25 Garfield Place
Cincinnati, Ohio 45202
(d) During the last five years, Mr. Lazelle has not been convicted in
a criminal proceeding;
(e) During the last five years, Mr. Lazelle has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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; and
(f) Mr. Lazelle is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Of the 24,666 shares of which Mr. Lazelle has beneficial ownership, 1,649
shares were allocated to his account under the Foundation Bancorp, Inc. Employee
Stock Ownership Plan (the "ESOP"). Mr. Lazelle has sole voting power, but no
dispositive power, over such shares, which were purchased by the ESOP at a cost
of $16,490 with funds borrowed by the ESOP from the Issuer. Of the remaining
23,017 shares of which Mr. Lazelle has beneficial ownership, 11,500 were
purchased by Mr. Lazelle and 11,517 were purchased by his spouse with personal
funds, at an aggregate cost of $230,170.
-3-
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The shares purchased by the ESOP were purchased pursuant to an employee
benefit plan of the Issuer. The shares purchased by Mr. Lazelle and his spouse
were purchased for investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Lazelle beneficially owns 24,666 common shares of the Issuer,
which is 5.3% of the 462,875 issued and outstanding common shares of the
Issuer.
(b) Mr. Lazelle has sole voting and dispositive power with respect to
11,500 shares which he owns directly and sole voting power but no
dispositive power with respect to the 1,649 shares allocated to his account
pursuant to the ESOP. Mr. Lazelle has shared voting and dispositive power
over the 11,517 shares owned by his spouse.
The following is the address and required information with respect to
Mr. Lazelle's spouse:
Mary Annette Lazelle
Manager of Customer Service, The Kroger Company
7 Spring Knoll Drive
Cincinnati, Ohio 45227
To Mr. Lazelle's knowledge, Mrs. Lazelle has not been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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 during the last five years. Mrs. Lazelle is
a United States citizen.
(c) On February 27, 1997, 1,649 shares were allocated to the account
of Mr. Lazelle pursuant to the ESOP, giving Mr. Lazelle sole voting power
over such shares.
(d) Not applicable.
(e) Not applicable.
-4-
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
between Mr. Lazelle and any other person with respect to any securities of the
Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
-5-
<PAGE>
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.
March 4, 1997 Laird L. Lazelle
