<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
LAKE SHARE BANCORP., INC.
-------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
510702 10 3
-----------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 510702 10 3 13G Page 2 of 10 Pages
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago Corporation 36-2669970
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER 1,977,643 shares pursuant to the
5 exercise of an option; however, see Item 4 for a
NUMBER OF discussion of the restrictions on the exercise of
such option.
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER 1,977,643 shares pursuant to
7 the exercise of an option; however, see Item 4 for a
REPORTING discussion of the restrictions on the exercise of
such option.
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,977,643 shares; however, the Reporting Person may be deemed to
own these shares only through its ownership of an option whose
exercise by the Reporting Person is restricted.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
16.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
HC CO
- ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 510712 10 3 13G Page 3 of 10 Pages
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago Acquisition Corporation V
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
-0-
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
-0-
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
CO
- ------------------------------------------------------------------------------
<PAGE>
Item 1(a). Name of Issuer:
--------------
Lake Shore Bancorp., Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
-----------------------------------------------
605 North Michigan Avenue
Chicago, Illinois 60611
Item 2(a). Name of Person Filing:
---------------------
This statement is being filed by First Chicago Corporation ("FCC")
and its wholly-owned subsidiary, First Chicago Acquisition
Corporation V ("FCAC"). FCAC is filing as a Reporting Person solely
because its relationship with FCC may be deemed to constitute a
"group" for purposes of Regulation 13D-G. Exhibit A attached hereto
contains the agreement of FCC and FCAC to file joint disclosure
statements on Schedule 13G.
Item 2(b). Address of Principal Business Office:
------------------------------------
For FCC and FCAC:
One First National Plaza
Chicago, Illinois 60670
Item 2(c). Citizenship:
-----------
Both FCC and FCAC are corporations organized under the laws of the
State of Delaware.
Item 2(d). Title of Class of Securities:
----------------------------
Common Stock (the "Common")
Item 2(e). CUSIP Number
------------
510702 10 3
Item 3. Type of Person Filing:
---------------------
Not applicable.
Item 4. Ownership:
---------
(a)-(c) On November 21, 1993, FCC and FCAC entered into an Agreement
and Plan of Merger (the "Merger Agreement") with the Company whereby
FCC agreed to purchase all of the outstanding Shares of the Company
for approximately $323 million in FCC common stock, $5 par value per
share (the "FCC Common Stock"). Pursuant to the Merger Agreement,
the parties have agreed that the Company will be merged with and into
FCAC (the "Merger").
<PAGE>
The Merger Agreement provides that each share of Common of the
Company will be exchanged for FCC Common Stock valued at $31.08. The
exchange ratio will be determined based on the average closing price
of FCC Common Stock during a 20-day period ending on the third
trading date prior to the closing date of the Merger, with a minimum
price of $37.00 and a maximum price of $53.00 per share.
In order to induce FCC to enter into the Merger Agreement, the
Company has granted to FCC an option (the "Option") to purchase up to
1,977,643 shares of Common, which represents 19.9 percent of the
currently outstanding shares and which would represent 16.6 percent
of the outstanding shares of Common assuming exercise of the Option.
This Option is exercisable only upon the occurrence of certain
Acquisition Events (as defined below) relating to the Company. The
exercise price of the Option is $31.08 per Share.
FCC may exercise the Option only if any of the following events
(each, an "Acquisition Event") has occurred:
(a) On or after the fifth day preceding the scheduled initial
expiration date of a bona fide tender or exchange offer for 20% or
more of the then outstanding shares of Common of the Company by any
person, entity, corporation or group other than FCC or FCAC, or any
of their respective subsidiaries (a "Person");
(b) the execution by the Company of a letter of intent or other
agreement whereby a Person would have the right to acquire control of
the Company or any of its subsidiaries or all or substantially all
the assets of the Company or any of its subsidiaries;
(c) withdrawal by the Company's Board of Directors of its
recommendation to its stockholders of the approval of the Merger or
the acceptance by the Company's Board of Directors of, or the
recommendation by the Company's Board of Directors that the Company's
stockholders accept, an offer from any Person to merge or consolidate
with or acquire 20% or more of the then outstanding shares of Common
or all or substantially all the assets of the Company or any of its
subsidiaries;
(d) the acquisition by any Person of 20% or more of the then
outstanding shares of Common; or
(e) any of the events described in paragraphs (b) or (c) above occur
within 180 days after the Merger Agreement is terminated in whole or
in part because of a breach by the Company of any of the terms and
provisions of the Merger Agreement.
Additionally, the Option may not be exercised at any time that (a)
either FCC or FCAC is in material breach of the Merger Agreement
unless such breach is in response, or subsequent, to a material
breach of the Merger Agreement by the Company or any of its
subsidiaries or, (b) FCC or FCAC has not received all required
regulatory approvals for such exercise. FCC will not exercise the
<PAGE>
Option to the extent that the aggregate number of shares of Common
purchased upon exercise of the Option and the number of shares of
Common as to which FCC and its affiliates, directly or indirectly,
including in a fiduciary capacity, have the sole or shared power to
vote or direct the vote or sole or shared power to dispose of or
direct the disposition thereof exceeds 4.99% of the issued and
outstanding shares of Common after giving effect to the exercise of
the Option unless it has received regulatory approvals for such
exercise.
The consummation of the Merger is subject to approval of the
Company's stockholders and various bank regulatory authorities.
GIVEN THE RESTRICTIONS AND PRECONDITIONS DESCRIBED ABOVE WITH RESPECT
TO THE EXERCISE OF THE OPTION BY FCC, EACH OF THE REPORTING PERSONS
DISCLAIMS THAT IT BENEFICIALLY OWNS THE SHARES OF COMMON UNDERLYING
SUCH OPTION FOR PURPOSES OF SECTIONS 13(D) OR 13(G) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"). THE FILING OF THIS
SCHEDULE 13G BY THE REPORTING PERSONS SHALL NOT BE CONSTRUED AS AN
ADMISSION THAT SUCH PERSONS ARE, FOR THE PURPOSES OF SECTIONS 13(D)
AND 13(G) OF THE ACT, THE BENEFICIAL OWNERS OF THE SHARES COVERED BY
THIS SCHEDULE 13G.
The following table sets forth certain information as to beneficial
ownership of shares of Common by the Reporting Persons.
<TABLE>
<CAPTION>
Reporting Beneficial
Person Common Shares Ownership
-------------- ----------------- -------------
<S> <C> <C>
FCC 1,977,643/(1)(2)/ 16.6%/(3)(4)/
FCAC -0- -0-/(5)/
</TABLE>
(1) FCC does not hold these shares of Common directly but has an Option
to purchase such shares. The exercise of such Option is conditioned
upon certain events as described above.
(2) This figure does not include 142,791 shares of Common which are held
solely in a fiduciary capacity by various banking subsidiaries of
FCC. FCC may be deemed to be the beneficial owner of such shares
solely through ownership of such banking subsidiaries. FCC disclaims
any ownership of such shares of Common held by such banking
subsidiaries as fiduciaries. The breakdown of such holdings by the
FCC banking subsidiaries is as follows:
<PAGE>
<TABLE>
<CAPTION>
Total Shares
of Common
Deemed to be Full Shared Full Shared
Name of Bank/ Beneficially Voting Voting Disposition Disposition
Trust Company Owned Authority Authority Authority Authority
- ---------------------- ------------ --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
The First National 134,566 134,566 0 133,735 831
Bank of Chicago
American National Bank 8,225 8,225 0 8,225 0
and Trust Company
of Chicago
</TABLE>
(3) FCC will have sole power to vote and dispose of the shares of
Common issuable upon the exercise of the Option.
(4) Assumes 9,937,907 shares of Common issued and outstanding and the
exercise of the Option held by FCC into 1,977,643 shares. FCC may
be deemed to own shares representing 17.8% of the outstanding
shares if the shares held as a fiduciary by FCC's banking
subsidiaries are attributed to FCC and assuming exercise of the
Option. As noted above, FCC disclaims beneficial ownership of the
shares of Common held in a fiduciary capacity by its banking
subsidiaries.
(5) None. FCAC is filing as a Reporting Person since it may be deemed
to constitute a "group" with FCC.
Item 5. Ownership of Five Percent or Less of a Class:
---------------------------------------------
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
----------------------------------------------------------------
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported On by the Parent Holding Company:
----------------------------------------------------------------------
Not applicable.
Item 8. Identification and Classification of Member of the Group:
--------------------------------------------------------
See Item 3.
Item 9. Notice of Dissolution of Group:
------------------------------
Not applicable.
<PAGE>
Item 10. Certification:
-------------
Not applicable.
Disclaimer
- ----------
First Chicago Corporation expressly declares that the filing of this
statement shall not be construed as an admission that First Chicago Corporation,
is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, the beneficial owner of any securities covered by this statement.
First Chicago Acquisition Corporation V expressly declares that the filing of
this statement shall not be construed as an admission that First Chicago
Acquisition Corporation V, is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this statement.
<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.
Date: February 11, 1994
FIRST CHICAGO CORPORATION
/s/ Robert A. Rosholt
By: _______________________
Robert A. Rosholt
Executive Vice President and
Chief Financial Officer
FIRST CHICAGO ACQUISITION
CORPORATION V
/s/ Robert A. Rosholt
By: _______________________
Robert A. Rosholt
Treasurer
<PAGE>
EXHIBIT A
AGREEMENT
---------
The undersigned hereby agree, pursuant to (S)240.13d-1(f)(1), that the
statement on Schedule 13G (including all amendments thereto) to which this
Agreement is attached is to be filed on behalf of each of the undersigned and
that First Chicago Corporation may file a Schedule 13G under the Securities
Exchange Act of 1934, and all amendments to such Schedule, with respect to
shares of Common Stock of Lake Shore Bancorp., Inc.
Date: February 11, 1994
FIRST CHICAGO CORPORATION
/s/ Robert A. Rosholt
By: _______________________
Robert A. Rosholt
Executive Vice President and
Chief Financial Officer
FIRST CHICAGO ACQUISITION
CORPORATION V
/s/ Robert A. Rosholt
By: _______________________
Robert A. Rosholt
Treasurer
