<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SUBURBAN BANCORP, INC.
(Name of Issuer)
Class A Common Stock, $1.00 par value per share
Class B Common Stock, $1.00 par value per share
(Title of Class of Securities)
Class A Common Stock: 864346200
Class B Common Stock: 864346900
(CUSIP Number)
Robert A. McWilliams, Esq.
Freeborn & Peters
311 South Wacker Drive
Suite 3000
Chicago, Illinois 60606
(312) 360-6551
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 15, 1994
(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 which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ x ].
The disclosure of securities in this statement shall not
be deemed an admission that any of the Reporting Persons are,
for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of such securities.
<PAGE>
<PAGE> 2
1. Names of Reporting Persons:
(i) Gerald F. Fitzgerald
(ii) Marjorie G. Fitzgerald
(iii) Gerald F. Fitzgerald, Jr.
(iv) Denise M. Fitzgerald
(v) James G. Fitzgerald
(vi) Jane M. Fitzgerald
(vii) Peter G. Fitzgerald
(viii) C. Nina Fitzgerald
(ix) Thomas G. Fitzgerald
(x) Julie F. Schauer
2. Check the Appropriate Row if a Member of a Group:
(i) Gerald F. Fitzgerald (a) [ x ]
(b) [ ]
(ii) Marjorie G. Fitzgerald (a) [ x ]
(b) [ ]
(iii) Gerald F. Fitzgerald, Jr. (a) [ x ]
(b) [ ]
(iv) Denise M. Fitzgerald (a) [ x ]
(b) [ ]
(v) James G. Fitzgerald (a) [ x ]
(b) [ ]
(vi) Jane M. Fitzgerald (a) [ x ]
(b) [ ]
(vii) Peter G. Fitzgerald (a) [ x ]
(b) [ ]
(viii) C. Nina Fitzgerald (a) [ x ]
(b) [ ]
(ix) Thomas G. Fitzgerald (a) [ x ]
(b) [ ]
(x) Julie F. Schauer (a) [ x ]
(b) [ ]
3. SEC Use Only:__________________________________________
4. Source of Funds:
(i) Gerald F. Fitzgerald NA
(ii) Marjorie G. Fitzgerald NA
(iii) Gerald F. Fitzgerald, Jr. NA
(iv) Denise M. Fitzgerald NA
(v) James G. Fitzgerald NA
<PAGE>
<PAGE> 3
(vi) Jane M. Fitzgerald NA
(vii) Peter G. Fitzgerald NA
(viii) C. Nina Fitzgerald NA
(ix) Thomas G. Fitzgerald NA
(x) Julie F. Schauer NA
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e):
(i) Gerald F. Fitzgerald [ ]
(ii) Marjorie G. Fitzgerald [ ]
(iii) Gerald F. Fitzgerald, Jr. [ ]
(iv) Denise M. Fitzgerald [ ]
(v) James G. Fitzgerald [ ]
(vi) Jane M. Fitzgerald [ ]
(vii) Peter G. Fitzgerald [ ]
(viii) C. Nina Fitzgerald [ ]
(ix) Thomas G. Fitzgerald [ ]
(x) Julie F. Schauer [ ]
6. Citizenship or Place of Organization:
(i) Gerald F. Fitzgerald U.S.A.
(ii) Marjorie G. Fitzgerald U.S.A.
(iii) Gerald F. Fitzgerald, Jr. U.S.A.
(iv) Denise M. Fitzgerald U.S.A.
(v) James G. Fitzgerald U.S.A.
(vi) Jane M. Fitzgerald U.S.A.
(vii) Peter G. Fitzgerald U.S.A.
(viii) C. Nina Fitzgerald U.S.A.
(ix) Thomas G. Fitzgerald U.S.A.
(x) Julie F. Schauer U.S.A.
Number of Shares Owned by Each Reporting Person:
7. Sole Voting Power:
<TABLE>
<CAPTION>
Class A Class B
Common Common
Number Number
of of
Name of Reporting Person Shares Shares
<S> <C> <C>
Gerald F. Fitzgerald . . . . None None
Marjorie G. Fitzgerald . . . None None
Gerald F. Fitzgerald, Jr. . . None None
Denise M. Fitzgerald . . . . None None
James G. Fitzgerald . . . . . None None
Jane M. Fitzgerald . . . . . None None
Peter G. Fitzgerald . . . . . None None
C. Nina Fitzgerald . . . . . None None
Thomas G. Fitzgerald . . . . None None
Julie F. Schauer . . . . . . None None
</TABLE>
<PAGE>
<PAGE> 4
8. Shared Voting Power:
<TABLE>
<CAPTION>
Class A Class B
Common Common
Number Number
of of
Name of Reporting Person Shares Shares
<S> <C> <C>
Gerald F. Fitzgerald . . . . . . . . 7,950 110,872
Marjorie G. Fitzgerald . . . . . . . 51,062 120,204
Gerald F. Fitzgerald, Jr.(1) . . . . 46,063 156,677
Denise M. Fitzgerald . . . . . . . . 0 20,521
James G. Fitzgerald(2) . . . . . . . 31,629 169,618
Jane M. Fitzgerald . . . . . . . . . 10,944 8,938
Peter G. Fitzgerald(3) . . . . . . . 39,402 161,883
C. Nina Fitzgerald . . . . . . . . . 4,215 24,555
Thomas G. Fitzgerald(4) . . . . . . . 43,994 184,240
Julie F. Schauer(5) . . . . . . . . . 42,306 182,851
<FN>
________________________
<PAGE>
<PAGE> 5
(1) Includes 1,950 Class A shares and 43,587 Class B shares
owned by the Celine McMahon Fitzgerald Trust and 450
Class A shares owned by the Marguerite G. Schauer Trust,
of which Gerald F. Fitzgerald, Jr. is trustee.
(2) Includes 11,800 Class A shares and 55,826 Class B shares
owned by the Andrew J. Fitzgerald Trust and the Timothy
E. Fitzgerald Trust, of which James G. Fitzgerald is
trustee.
(3) Includes 1,010 Class A shares and 36,633 Class B shares
owned by the Jake Buchanan Fitzgerald Trust, the
Fitzgerald Descendants Trust and the Fitzgerald Children
Trust, and 1,356 Class A shares and 14,730 Class B shares
owned by the Shannon McMahon Fitzgerald Exclusion Trust,
the Shannon McMahon Fitzgerald Primary Trust and the
Elyse Ives Schauer Trust, of which Peter G. Fitzgerald is
trustee.
(4) Includes 23,900 Class A shares and 53,790 Class B shares
owned by the Lauren Webb Fitzgerald Trust and the Thomas
G. Fitzgerald, Jr. Trust, of which Thomas G. Fitzgerald
is trustee.
(5) Includes 11,303 Class A shares and 52,308 Class B shares
held of record by Julie F. Schauer's spouse and 3,981
Class A shares and 18,069 Class B shares owned by the
Elyse Ives Schauer Trust, of which Julie F. Schauer is
trustee.
</TABLE>
9. Sole Dispositive Power:
<TABLE>
<CAPTION>
Class A Class B
Common Common
Number Number
of of
Name of Reporting Person Shares Shares
<S> <C> <C>
Gerald F. Fitzgerald . . . . . . . . 7,950 110,872
Marjorie G. Fitzgerald . . . . . . . 51,062 120,204
Gerald F. Fitzgerald, Jr.(1) . . . . 46,063 156,677
Denise M. Fitzgerald . . . . . . . . 0 20,521
James G. Fitzgerald(2) . . . . . . . 31,629 169,618
Jane M. Fitzgerald . . . . . . . . . 10,944 8,938
Peter G. Fitzgerald(3) . . . . . . . 39,402 161,883
C. Nina Fitzgerald . . . . . . . . . 4,215 24,555
Thomas G. Fitzgerald(4) . . . . . . . 43,994 184,240
Julie F. Schauer(5) . . . . . . . . . 42,306 182,851
<FN>
____________________
(1) Includes 1,950 Class A shares and 43,587 Class B shares
owned by the Celine McMahon Fitzgerald Trust and 450
Class A shares owned by the Marguerite G. Schauer Trust,
of which Gerald F. Fitzgerald, Jr. is trustee.
<PAGE>
<PAGE> 6
(2) Includes 11,800 Class A shares and 55,826 Class B shares
owned by the Andrew J. Fitzgerald Trust and the Timothy
E. Fitzgerald Trust, of which James G. Fitzgerald is
trustee.
(3) Includes 1,010 Class A shares and 36,633 Class B shares
owned by the Jake Buchanan Fitzgerald Trust, the
Fitzgerald Descendants Trust and the Fitzgerald Children
Trust, and 1,356 Class A shares and 14,730 Class B shares
owned by the Shannon McMahon Fitzgerald Exclusion Trust,
the Shannon McMahon Fitzgerald Primary Trust and the
Elyse Ives Schauer Trust, of which Peter G. Fitzgerald is
trustee.
(4) Includes 23,900 Class A shares and 53,790 Class B shares
owned by the Lauren Webb Fitzgerald Trust and the Thomas
G. Fitzgerald, Jr. Trust, of which Thomas G. Fitzgerald
is trustee.
(5) Includes 11,303 Class A shares and 52,308 Class B shares
held of record by Julie F. Schauer's spouse and 3,981
Class A shares and 18,069 Class B shares owned by the
Elyse Ives Schauer Trust, of which Julie F. Schauer is
trustee.
</TABLE>
<PAGE>
<PAGE> 7
10. Shared Dispositive Power:
<TABLE>
<CAPTION>
Class A Class B
Common Common
Number Number
of of
Name of Reporting Person Shares Shares
<S> <C> <C>
Gerald F. Fitzgerald . . . . . . None None
Marjorie G. Fitzgerald . . . . . None None
Gerald F. Fitzgerald, Jr. . . . . None None
Denise M. Fitzgerald . . . . . . None None
James G. Fitzgerald . . . . . . . None None
Jane M. Fitzgerald . . . . . . . None None
Peter G. Fitzgerald . . . . . . . None None
C. Nina Fitzgerald . . . . . . . None None
Thomas G. Fitzgerald . . . . . . None None
Julie F. Schauer . . . . . . . . None None
<PAGE>
<PAGE> 8
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
</TABLE>
<TABLE>
<CAPTION>
Class A Class B
Common Common
Number Number
of of
Name of Reporting Person Shares Shares
<S> <C> <C>
Gerald F. Fitzgerald . . . . . 7,950 110,872
Marjorie G. Fitzgerald . . . . 51,062 120,204
Gerald F. Fitzgerald, Jr.(1) . 46,063 156,677
Denise M. Fitzgerald . . . . . 0 20,521
James G. Fitzgerald(2) . . . . 31,629 169,618
Jane M. Fitzgerald . . . . . . 10,944 8,938
Peter G. Fitzgerald(3) . . . . 39,402 161,883
C. Nina Fitzgerald . . . . . . 4,215 24,555
Thomas G. Fitzgerald(4) . . . . 43,994 184,240
Julie F. Schauer(5) . . . . . . 42,306 182,851
Total Shares Beneficially Owned
by Group . . . . . . . . . . 277,565 1,140,359
<FN>
________________________
(1) Includes 1,950 Class A shares and 43,587 Class B shares
owned by the Celine McMahon Fitzgerald Trust and 450
Class A shares owned by the Marguerite G. Schauer Trust,
of which Gerald F. Fitzgerald, Jr. is trustee.
(2) Includes 11,800 Class A shares and 55,826 Class B shares
owned by the Andrew J. Fitzgerald Trust and the Timothy
E. Fitzgerald Trust, of which James G. Fitzgerald is
trustee.
(3) Includes 1,010 Class A shares and 36,633 Class B shares
owned by the Jake Buchanan Fitzgerald Trust, the
Fitzgerald Descendants Trust and the Fitzgerald Children
Trust, and 1,356 Class A shares and 14,730 Class B shares
owned by the Shannon McMahon Fitzgerald Exclusion Trust,
the Shannon McMahon Fitzgerald Primary Trust and the
Elyse Ives Schauer Trust, of which Peter G. Fitzgerald is
trustee.
(4) Includes 23,900 Class A shares and 53,790 Class B shares
owned by the Lauren Webb Fitzgerald Trust and the Thomas
G. Fitzgerald, Jr. Trust, of which Thomas G. Fitzgerald
is trustee.
<PAGE>
<PAGE> 9
(5) Includes 11,303 Class A shares and 52,308 Class B shares
held of record by Julie F. Schauer's spouse and 3,981
Class A shares and 18,069 Class B shares owned by the
Elyse Ives Schauer Trust, of which Julie F. Schauer is
trustee.
</TABLE>
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
13. Percent of Class Represented by Amount in Row (11):
<TABLE>
<CAPTION>
Class A Class B
Common Common
Percentage Percentage
of of
Name of Reporting Person Shares Shares
<S> <C> <C>
Gerald F. Fitzgerald . . . .4 8.8%
Marjorie G. Fitzgerald . . 2.4 9.6
Gerald F. Fitzgerald, Jr. . 2.2 12.5
Denise M. Fitzgerald . . . 0 1.6
James G. Fitzgerald . . . . 1.5 13.5
Jane M. Fitzgerald . . . . .5 .7
Peter G. Fitzgerald . . . . 1.9 12.9
C. Nina Fitzgerald . . . . .2 2.0
Thomas G. Fitzgerald . . . 2.1 14.7
Julie F. Schauer . . . . . 2.0 14.6
Total Percent Represented
by Group . . . . . . . . 13.1 90.8%
Total Percent Voting Power
Represented by Group* . . 79.6%
<FN>
* In accordance with the Issuer's Certificate of
Incorporation, the holders of Class A Common Stock are
entitled to one vote per share on all matters to be voted on
by the Issuer's stockholders and the holders of Class B Common
Stock are entitled to ten votes per share on all matters to be
voted on by the Issuer's stockholders.
/TABLE
<PAGE>
<PAGE> 10
14. Type of Reporting Person:
(i) Gerald F. Fitzgerald IN
(ii) Marjorie G. Fitzgerald IN
(iii) Gerald F. Fitzgerald, Jr. IN
(iv) Denise M. Fitzgerald IN
(v) James G. Fitzgerald IN
(vi) Jane M. Fitzgerald IN
(vii) Peter G. Fitzgerald IN
(viii) C. Nina Fitzgerald IN
(ix) Thomas G. Fitzgerald IN
(x) Julie F. Schauer IN
<PAGE>
<PAGE> 11
Item 1. Security and Issuer.
The title of the class of equity securities to which this
statement relates is the Class A common stock, $1.00 par value
per share, and Class B common stock, $1.00 par value per
share, of Suburban Bancorp, Inc., a Delaware corporation (the
"Issuer"). In accordance with the Issuer's Certificate of
Incorporation, the holders of Class A Common Stock are
entitled to one vote per share on all matters to be voted on
by the Issuer's stockholders and the holders of Class B Common
Stock are entitled to ten votes per share on all matters to be
voted on by the Issuer's stockholders. As of April 15, 1994,
there were 2,113,514 shares of Class A Common Stock and
1,256,486 shares of Class B Common Stock issued and
outstanding.
The Issuer's principal executive office is located at 50
North Brockway Street, Palatine, Illinois 60067.
Item 2. Identity and Background.
(i) Gerald F. Fitzgerald
(a) Name: Gerald F. Fitzgerald
(b) Business Address: 50 North Brockway Street,
Palatine, Illinois 60067
(c) Present Principal Occupation or Employment:
Chairman of the Board of Directors of the Issuer.
(d) Convictions in Criminal Proceedings in the Last Five
Years: None.
(e) Securities Law Related Proceedings Resulting in a
Judgement, Decree or Final Order in the Last Five
Years: None.
(f) Citizenship: U.S.A.
(ii) Marjorie G. Fitzgerald
(a) Name: Marjorie G. Fitzgerald
(b) Residence Address: 19 Creekside, Barrington Hills,
Illinois 60010
(c) Present Principal Occupation or Employment: None
(d) Convictions in Criminal Proceedings in the Last Five
Years: None.
<PAGE>
<PAGE> 12
(e) Securities Law Related Proceedings Resulting in a
Judgement, Decree or Final Order in the Last Five
Years: None.
(f) Citizenship: U.S.A.
(iii) Gerald F. Fitzgerald, Jr.
(a) Name: Gerald F. Fitzgerald, Jr.
(b) Business Address: 50 North Brockway Street,
Palatine, Illinois 60067
(c) Present Principal Occupation or Employment:
President and Chief Executive Officer of the Issuer.
(d) Convictions in Criminal Proceedings in the Last Five
Years: None.
(e) Securities Law Related Proceedings Resulting in a
Judgement, Decree or Final Order in the Last Five
Years: None.
(f) Citizenship: U.S.A.
(iv) Denise M. Fitzgerald
(a) Name: Denise M. Fitzgerald
(b) Residence Address: 1470 Pheasant Trail, Inverness,
Illinois 60067
(c) Present Principal Occupation or Employment: None.
(d) Convictions in Criminal Proceedings in the Last Five
Years: None.
(e) Securities Law Related Proceedings Resulting in a
Judgement, Decree or Final Order in the Last Five
Years: None.
(f) Citizenship: U.S.A.
<PAGE>
<PAGE> 13
(v) James G. Fitzgerald
(a) Name: James G. Fitzgerald
(b) Business Address: 333 North Northwest Highway,
Barrington, Illinois 60010
(c) Present Principal Occupation or Employment:
Treasurer and Chief Financial Officer of the Issuer
and President of the Suburban National Bank of
Barrington.
(d) Convictions in Criminal Proceedings in the Last Five
Years: None.
(e) Securities Law Related Proceedings Resulting in a
Judgement, Decree or Final Order in the Last Five
Years: None.
(f) Citizenship: U.S.A.
(vi) Jane M. Fitzgerald
(a) Name: Jane M. Fitzgerald
(b) Residence Address: 227 Otis Road, Barrington,
Illinois 60010
(c) Present Principal Occupation or Employment: None.
(d) Convictions in Criminal Proceedings in the Last Five
Years: None.
(e) Securities Law Related Proceedings Resulting in a
Judgement, Decree or Final Order in the Last Five
Years: None.
(f) Citizenship: U.S.A.
(vii) Peter G. Fitzgerald
(a) Name: Peter G. Fitzgerald
(b) Business Address: 50 North Brockway Street,
Palatine, Illinois 60067
(c) Present Principal Occupation or Employment:
Illinois State Senator
(d) Convictions in Criminal Proceedings in the Last Five
Years: None.
<PAGE>
<PAGE> 14
(e) Securities Law Related Proceedings Resulting in a
Judgement, Decree or Final Order in the Last Five
Years: None.
(f) Citizenship: U.S.A.
(viii) C. Nina Fitzgerald
(a) Name: C. Nina Fitzgerald
(b) Residence Address: 1897 Stuart Lane, Inverness,
Illinois 60067
(c) Present Principal Occupation or Employment:. None.
(d) Convictions in Criminal Proceedings in the Last Five
Years: None.
(e) Securities Law Related Proceedings Resulting in a
Judgement, Decree or Final Order in the Last Five
Years: None.
(f) Citizenship: U.S.A.
(ix) Thomas G. Fitzgerald
(a) Name: Thomas G. Fitzgerald
(b) Business Address: 311 South Wacker Drive, Suite
3000, Chicago, Illinois 60606
(c) Present Principal Occupation or Employment: Partner
in the law firm of Freeborn & Peters, Chicago,
Illinois.
(d) Convictions in Criminal Proceedings in the Last Five
Years: None.
(e) Securities Law Related Proceedings Resulting in a
Judgement, Decree or Final Order in the Last Five
Years: None.
(f) Citizenship: U.S.A.
<PAGE>
<PAGE> 15
(x) Julie F. Schauer
(a) Name: Julie F. Schauer
(b) Business Address: 22nd and Lambert Streets, Glen
Ellyn, Illinois 60137
(c) Present Principal Occupation or Employment: College
Teacher (part time) at College of DuPage, Glen
Ellyn, Illinois
(d) Convictions in Criminal Proceedings in the Last Five
Years: None.
(e) Securities Law Related Proceedings Resulting in a
Judgement, Decree or Final Order in the Last Five
Years: None.
(f) Citizenship: U.S.A.
Item 3. Source and Amount of Funds of Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On April 15, 1994, the Issuer entered into a Merger
Agreement (the "Merger Agreement") with Bank of Montreal
("BMO") and Harris Bankmont, Inc., a subsidiary of BMO.
Pursuant to the Merger Agreement, the Issuer will be merged
with and into HBI and HBI will continue as the surviving
corporation (the "Merger"). Pursuant to the Merger, each
share of the Issuer's Class A and Class B Common Stock, each
$1.00 par value per share, shall be converted into the right
to receive BMO common stock, no par value, pursuant to a
formula as specified in the Merger Agreement.
In connection with the Merger Agreement, the Reporting
Persons entered into a voting agreement with BMO on April 15,
1994, pursuant to which the Reporting Persons, who own in the
aggregate more than a majority of the voting power of the
Issuer both individually and as trustees of certain family
trusts, agreed to vote their shares of Class A and Class B
Common Stock in favor of the Merger Agreement, among other
things (the "Voting Agreement").
Except as described above or in Item 6 herein, the
Reporting Persons have no plans or proposals that would relate
to or result in any of the events set forth in Item 4(a)
through (j) of Schedule 13D.
<PAGE>
<PAGE> 16
The specific terms of the Merger and the Voting Agreement
are more fully described in the Merger Agreement and the
Voting Agreement filed on April 18, 1994 as exhibits to the
Issuer's Current Report on Form 8-K and incorporated herein by
reference (the "Form 8-K").
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Number and Percentage of Shares Beneficially
Owned:
<TABLE>
<CAPTION>
Number of Shares
Name of Beneficially Owned
Reporting Person Class
<S> <C> <C>
A B
Gerald F. Fitzgerald . . . 7,950 110,872
Majorie G Fitzgerald . . . 51,062 120,204
Gerald F. Fitzgerald, Jr.(1) 46,063 156,677
Denise M. Fitzgerald . . . 0 20,521
James G. Fitzgerald(2) . . 31,629 169,618
Jane M. Fitzgerald . . . . 10,944 6,938
Peter G. Fitzgerald(3) . . 39,402 161,883
C. Nina Fitzgerald . . . . 4,215 24,555
Thomas G. Fitzgerald(4) . . 43,994 184,240
Julie F. Schauer(5) . . . . 42,306 182,851
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Shares
Beneficially
Name of Owned
Reporting Person Class
<S> <C> <C>
A B
Gerald F. Fitzgerald . . . .4% 8.8%
Majorie G Fitzgerald . . . 2.4 9.8
Gerald F. Fitzgerald, Jr.(1) 2.2 12.5
Denise M. Fitzgerald . . . 0 1.6
James G. Fitzgerald(2) . . 1.5 13.5
Jane M. Fitzgerald . . . . .5 .7
Peter G. Fitzgerald(3) . . 1.9 12.9
C. Nina Fitzgerald . . . . .2 2.0
<PAGE>
<PAGE> 17
Thomas G. Fitzgerald(4) . . 2.1 14.7
Julie F. Schauer(5) . . . . 2.0 14.6
</TABLE>
<TABLE>
<CAPTION>
Number of Shares with
Name of Sole Power to Vote
Reporting Person Class
<S> <C> <C>
A B
Gerald F. Fitzgerald . . . None None
Majorie G Fitzgerald . . . None None
Gerald F. Fitzgerald, Jr.(1) None None
Denise M. Fitzgerald . . . None None
James G. Fitzgerald(2) . . None None
Jane M. Fitzgerald . . . . None None
Peter G. Fitzgerald(3) . . None None
C. Nina Fitzgerald . . . . None None
Thomas G. Fitzgerald(4) . . None None
Julie F. Schauer(5) . . . . None None
</TABLE>
<TABLE>
<CAPTION>
Number of Shares with
Name of Shared Power to Vote
Reporting Person Class
<S> <C> <C>
A B
Gerald F. Fitzgerald . . . 7,950 110,872
Majorie G Fitzgerald . . . 51,062 120,024
Gerald F. Fitzgerald, Jr.(1) 46,063 156,677
Denise M. Fitzgerald . . . 0 20,521
James G. Fitzgerald(2) . . 31,629 169,618
Jane M. Fitzgerald . . . . 10,944 8,938
Peter G. Fitzgerald(3) . . 39,402 161,883
C. Nina Fitzgerald . . . . 4,215 24,555
Thomas G. Fitzgerald(4) . . 43,994 184,240
Julie F. Schauer(5) . . . . 42,306 182,851
</TABLE>
<TABLE>
<CAPTION>
Number of Shares with
Name of Sole Power to Dispose
Reporting Person Class
<S> <C> <C>
A B
Gerald F. Fitzgerald . . . 7,950 110,872
<PAGE>
<PAGE> 18
Majorie G Fitzgerald . . . 51,062 120,024
Gerald F. Fitzgerald, Jr.(1) 46,063 156,677
Denise M. Fitzgerald . . . 0 20,521
James G. Fitzgerald(2) . . 31,629 169,618
Jane M. Fitzgerald . . . . 10,944 8,938
Peter G. Fitzgerald(3) . . 39,402 161,883
C. Nina Fitzgerald . . . . 4,215 24,555
Thomas G. Fitzgerald(4) . . 43,994 184,240
Julie F. Schauer(5) . . . . 42,306 182,851
</TABLE>
<TABLE>
<CAPTION>
Number of Shares with
Name of Shared Power to Dispose
Reporting Person Class
<S> <C> <C>
A B
Gerald F. Fitzgerald . . . None None
Majorie G Fitzgerald . . . None None
Gerald F. Fitzgerald, Jr.(1) None None
Denise M. Fitzgerald . . . None None
James G. Fitzgerald(2) . . None None
Jane M. Fitzgerald . . . . None None
Peter G. Fitzgerald(3) . . None None
C. Nina Fitzgerald . . . . None None
Thomas G. Fitzgerald(4) . . None None
Julie F. Schauer(5) . . . . None None
<FN>
__________________________
(1) Includes 1,950 Class A shares and 43,587 Class B shares
owned by the Celine McMahon Fitzgerald Trust and 450
Class A shares owned by the Marguerite G. Schauer Trust,
of which Gerald F. Fitzgerald, Jr. is trustee.
(2) Includes 11,800 Class A shares and 55,826 Class B shares
owned by the Andrew J. Fitzgerald Trust and the Timothy
E. Fitzgerald Trust, of which James G. Fitzgerald is
trustee.
(3) Includes 1,010 Class A shares and 36,633 Class B shares
owned by the Jake Buchanan Fitzgerald Trust, the
Fitzgerald Descendants Trust and the Fitzgerald Children
Trust, and 1,356 Class A shares and 14,730 Class B shares
owned by the Shannon McMahon Fitzgerald Exclusion Trust,
the Shannon McMahon Fitzgerald Primary Trust and the
Elyse Ives Schauer Trust, of which Peter G. Fitzgerald is
trustee.
(4) Includes 23,900 Class A shares and 53,790 Class B shares
owned by the Lauren Webb Fitzgerald Trust and the Thomas
G. Fitzgerald, Jr. Trust, of which Thomas G. Fitzgerald
is trustee.
(5) Includes 11,303 Class A shares and 52,308 Class B shares
held of record by Julie F. Schauer's spouse and 3,981
Class A shares and 18,069 Class B shares owned by the
Elyse Ives Schauer Trust, of which Julie F. Schauer is
trustee.
</TABLE>
<PAGE>
<PAGE> 19
(b) Power to Vote and Dispose of Shares Beneficially Owned:
See table above. In accordance with the Issuer's
Certificate of Incorporation, the holders of Class A Common
Stock are entitled to one vote per share on all matters to be
voted on by the Issuer's stockholders and the holders of Class
B Common Stock are entitled to ten votes per share on all
matters to be voted on by the Issuer's stockholders. As of
the April 15, 1994, the total voting power of the Reporting
Persons as a group was 79.6% based on the stock ownership
disclosed in the table above. On such date, there were
2,113,514 shares of Class A Common Stock and 1,256,486 shares
of Class B Common Stock issued and outstanding.
As described above and in Item 6 below, the Reporting
Persons have entered into a Voting Agreement with BMO. As a
result of the Voting Agreement, BMO may be deemed to have
shared voting power with respect to the shares of Class A and
Class B Common Stock owned by the Reporting Persons. BMO has
filed a Schedule 13D with the SEC. Please refer to such
filing, as may be amended from time to time, for information
relating to BMO and other applicable disclosures.
(c) Securities Transactions in the Past 60 Days:
<TABLE>
<CAPTION>
Name Transaction Date Shares Price
<S> <C> <C> <C> <C>
Gerald F. Fitzgerald Purchase 3/22/94 7,000 Class A $41.50
Purchase 3/29/94 2,000 Class A 41.50
Sale 4/7/94 3,000 Class A 40.00
Sale 4/7/94 6,000 Class A 40.50
</TABLE>
The purchases on March 22, 1994 and March 29, 1994
reflected above were executed pursuant to an order placed on
behalf of Mr. Fitzgerald on March 21, 1994 to purchase 10,000
shares of Class A Common Stock at a price not to exceed $41.50
per share. The March 21, 1994 order was placed two days prior
to the date on which representatives of Harris Bankorp first
proposed a price and general structure for a transaction which
ultimately resulted in the Merger Agreement that was reached
on April 15, 1994. On or about April 7, 1994, Mr. Fitzgerald
gave instructions to rescind the March 22 and March 29 trades.
Because rescission at that time was not possible, however, the
9,000 share position was sold on April 7, 1994 at a loss, as
indicated above, pursuant to Mr. Fitzgerald's instruction.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
<PAGE>
<PAGE> 20
Set forth below is a description of selected provisions
of the Voting Agreement.
The Voting Agreement provides that the Reporting Persons,
both individually and as trustee of certain family trusts
(referred to in this Item 6 as the "Stockholders"), in
consideration of the substantial expenses incurred and to be
incurred by BMO in connection with the Merger Agreement, shall
vote or cause to be voted or express a written consent with
respect to all of such Stockholders' shares:
(a) in favor of adoption and approval of the Merger
Agreement and the Merger at every meeting of the
stockholders of the Issuer at which such matters are
considered and at every adjournment thereof and in
connection with every proposal to take action by written
consent with respect thereto; and
(b) against any other Acquisition Proposal (as such
term is defined in the Merger Agreement) at every meeting
of the stockholders of the Issuer at which such matters
are considered and at every adjournment thereof and in
connection with every proposal to take action by written
consent with respect thereto.
In the event that (i) the Merger Agreement is amended
after the date thereof to increase the Per Share Stock
Consideration (as such term is defined in the Voting
Agreement) or (ii) the Merger Agreement is terminated by the
Issuer pursuant to Section 9.2(a)(iv)(C) thereof and within
eighteen months thereafter the Issuer enters into a business
combination or other transaction with a third party pursuant
to which the Stockholders receive consideration having a value
of more than $75 per share, then BMO shall have the right to
require each Stockholder to pay BMO, in cash (unless otherwise
agreed by BMO), within two business days following the
consummation of the Merger or such business combination or
other transaction, an amount equal to the product of (A) in
the case of an event described in clause (i) above, the number
of shares owned by such Stockholder immediately prior to
consummation of the Merger or, in the case of an event
described in clause (ii) above, the number of shares owned by
such Stockholder on the date the Merger Agreement is
terminated and (B) the amount (if any) by which the value per
share actually received by the Stockholder in connection with
the Merger or such business transaction or other transaction,
as the case may be, exceeds $75.
The Voting Agreement further provides for the following:
1. Each of the Stockholders will not, nor will such
Stockholder permit any entity under such Stockholder's control
to, deposit any of such Stockholder's shares in a voting trust
or subject any of their shares to any agreement, arrangement
<PAGE>
<PAGE> 21
or understanding with respect to the voting of such shares
inconsistent with the Voting Agreement.
2. During the term of the Voting Agreement, each
Stockholder will not sell, assign, transfer or dispose of such
Stockholder's shares except for up to an aggregate of 75,000
shares by all Stockholders; provided, however, the foregoing
shall not preclude the pledge of any Stockholder's shares so
long as such Stockholder retains all voting rights with
respect thereto.
The Voting Agreement terminates upon the earlier of (i)
the Effective Time (as such term is defined in the Merger
Agreement) of the Merger and (ii) the date on which the Merger
Agreement is terminated in accordance with its terms. Upon
such termination, no party shall have any further obligations
or liabilities under the Voting Agreement; provided that such
termination shall not relieve any party from liability for any
breach of the Voting Agreement prior to such termination.
The foregoing summary of the terms of the Voting
Agreement does not purport to be complete and is qualified in
its entirety by reference to the full text of the Voting
Agreement, a copy of which is attached as an exhibit to the
Form 8-K.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Voting Agreement, dated as of April 15,
1994, by and among Bank of Montreal and
the Reporting Persons (incorporated by
reference to Exhibit 2(b) to the Issuer's
Current Report on Form 8-K filed April 18,
1994, File No. 0-11138).
Exhibit 2 - Merger Agreement, dated as of April 15,
1994, by and among Bank of Montreal,
Harris Bankmont, Inc. and the Issuer
(incorporated by reference to Exhibit 2(a)
to the Issuer's Current Report on Form 8-K
filed April 18, 1994, File No. 0-11138).
Exhibit 24 - Form of Limited Power of Attorney (filed
herewith).
Exhibit 99 - Joint Filing Agreement of the Reporting
Persons (filed herewith).
<PAGE>
<PAGE> 22
SIGNATURES
After reasonable inquiry and to our best knowledge and
belief, we each certify that the information set forth in this
statement is true, complete and correct.
Dated: April 25, 1994
/s/ Gerald F. Fitzgerald*
Gerald F. Fitzgerald
/s/ Marjorie G. Fitzgerald*
Marjorie G. Fitzgerald
/s/ Gerald F. Fitzgerald,Jr.*
Gerald F. Fitzgerald, Jr.
/s/ Denise M. Fitzgerald*
Denise M. Fitzgerald
/s/ James G. Fitzgerald*
James G. Fitzgerald
/s/ Jane M. Fitzgerald*
Jane M. Fitzgerald
/s/ Peter G. Fitzgerald*
Peter G. Fitzgerald
/s/ C. Nina Fitzgerald*
C. Nina Fitzgerald
/s/ Thomas G. Fitzgerald
Thomas G. Fitzgerald
/s/ Julie F. Schauer*
Julie F. Schauer
/s/ Thomas G. Fitzgerald
* Thomas G. Fitzgerald,
Attorney-in-fact
<PAGE>
<PAGE> 23
INDEX TO EXHIBITS
Exhibit No. Description Page
(1) Voting Agreement, dated as of April 15,
1994, by and among Bank of Montreal and
the Reporting Persons (incorporated by
reference to Exhibit 2(b) to the Issuer's
Current Report on Form 8-K filed April 18,
1994, File No. 0-11138).
(2) Merger Agreement, dated as of April 15,
1994, by and among Bank of Montreal,
Harris Bankmont, Inc. and the Issuer
(incorporated by reference to Exhibit 2(a)
to the Issuer's Current Report on Form 8-K
filed April 18, 1994, File No. 0-11138).
(24) Form of Limited Power of Attorney (filed
herewith).
(99) Joint Filing Agreement of the Reporting
Persons (filed herewith).
<PAGE> 1
Exhibit 24
FORM OF
LIMITED POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Thomas G. Fitzgerald as the
undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned a
Schedule 13D and any amendments thereto, to be filed in
connection with Suburban Bancorp, Inc., a Delaware corporation
(the "Company"), in accordance with Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the
rules promulgated thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to
complete and execute any such Schedule 13D and any amendments
thereto, and timely file such schedule or amendments with the
Securities and Exchange Commission and any stock exchange or
similar authority, as required; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-
fact on behalf of the undersigned pursuant to this Limited
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's sole discretion.
The undersigned hereby grants to such attorney-in-fact
full power to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers granted herein, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the
rights and powers granted herein. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving
in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13(d) of
the Exchange Act or the rules promulgated thereunder.
This Limited Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file
a Schedule 13D or any amendments thereto, with respect to the
<PAGE>
<PAGE> 2
undersigned, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact.
[Signature page to follow.]
<PAGE>
<PAGE> 3
IN WITNESS WHEREOF, the undersigned has caused this
Limited Power of Attorney to be executed as of this 25th day
of April, 1994.
/s/ Gerald F. Fitzgerald
Gerald F. Fitzgerald
/s/ Marjorie G. Fitzgerald
Marjorie G. Fitzgerald
/s/ Gerald F. Fitzgerald, Jr.
Gerald F. Fitzgerald, Jr.
/s/ Denise M. Fitzgerald
Denise M. Fitzgerald
/s/ James G. Fitzgerald
James G. Fitzgerald
/s/ Jane M. Fitzgerald
Jane M. Fitzgerald
/s/ Peter G. Fitzgerald
Peter G. Fitzgerald
/s/ C. Nina Fitzgerald
C. Nina Fitzgerald
/s/ Julie F. Schauer
Julie F. Schauer
<PAGE> 1
Exhibit 99
AGREEMENT
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, each of the
undersigned Reporting Persons agrees that the Schedule 13D to
which this Agreement is attached is filed on behalf of each of
the undersigned.
Dated: April 25, 1994
/s/ Gerald F. Fitzgerald*
Gerald F. Fitzgerald
/s/ Marjorie G. Fitzgerald*
Marjorie G. Fitzgerald
/s/ Gerald F. Fitzgerald, Jr.*
Gerald F. Fitzgerald, Jr.
/s/ Denise M. Fitzgerald*
Denise M. Fitzgerald
/s/ James G. Fitzgerald*
James G. Fitzgerald
/s/ Jane M. Fitzgerald*
Jane M. Fitzgerald
/s/ Peter G. Fitzgerald*
Peter G. Fitzgerald
<PAGE>
<PAGE> 2
/s/ C. Nina Fitzgerald*
C. Nina Fitzgerald
/s/ Thomas G. Fitzgerald
Thomas G. Fitzgerald
/s/ Julie F. Schauer*
Julie F. Schauer
/s/ Thomas G. Fitzgerald
* Thomas G. Fitzgerald,
Attorney-in-fact
