UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
CBC Bancorp, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
031578 10 7
(CUSIP Number)
Randolph W. Lenz With copies to:
c/o Equity Merchant Banking Corp. Thomas S. Gallagher, Esq.
2419 E. Commercial Blvd.,Suite 304 66 Larchmont Avenue
Fort Lauderdale, Florida 33308 Larchmont, New York 10538
(954) 202-9998 (914)834-2867
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 24, 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 o.
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*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).
Page 1 of 4 pages
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CUSIP NO. 031578 10 7 SCHEDULE 13D/A
Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Randolph W. Lenz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,813,507
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,813,507
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813,507
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90% of the Common Stock outstanding as of the date hereof.
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CBC Bancorp, Inc.
Schedule 13D/A
ITEM 1 SECURITY AND ISSUER.
This Statement relates to shares of common stock, par value
$0.01 per share ("Common Stock")of CBC Bancorp, Inc. (formerly
Amity Bancorp, Inc.)(the "Company") and certain securities of the
Company convertible into, or exchangeable into, shares of Common
Stock. The address of the Company's principal executive offices
prior to its liquidation in November 1997 is 612 Bedford Street,
Stamford, CT 06901.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is being filed by Randolph W. Lenz
("Reporting Person" or "Mr. Lenz"). Mr. Lenz is a citizen of the
United States. The business and office address of the Reporting
Person is 2419 East Commercial Boulevard, Suite 304, Fort
Lauderdale, Florida 33308.
(d) - (e) During the last five years, the Reporting Person
has not (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor has he (ii) 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.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 24, 1994, Mr. Lenz exchanged $5 million of marketable
securities for 13,000 shares of CBC Bancorp, Inc. (the "Company")
Series I Preferred Stock and 50,000 shares of Series II Preferred
Stock. In addition, Mr. Lenz acquired a contingent Warrant to purchase
shares of the Company Common Stock exercisable only in the event Mr.
Lenz's ownership of Company Common Stock, as a result of the sale or
other issuance of additional Common Stock, would be less than 51% of
the issued and outstanding shares of Company Common Stock. On March 24,
1994, the Mandatory Convertible Subordinated Capital Notes of the
Company's wholly-owned subsidiary, Connecticut Bank of Commerce ("Bank")
were exchanged for Mandatory Convertible Capital Notes of the Company
("Convertible Capital Notes"). As of the date of exchange, Mr. Lenz
owned $50,000 principal amount of Convertible Capital Notes, which
are convertible at the option of the holder into shares of Company
Common Stock with a market value equal to the amount of principal
plus accrued interest. Prior to this time, on December 31, 1992, Mr.
Lenz purchased 5,450 shares of Series I Preferred Stock for $55 per
share. Thus, Mr. Lenz's total ownership of Series I Preferred Stock as
of March 24, 1994 equaled 18,450 shares. The Series I Preferred Stock
is convertible into 10 shares of Common Stock for each share of Series
I Preferred Stock. Further, on September 2, 1994, Mr. Lenz purchased,
for cash, $3,638,000 of the Company's short-term senior notes
("Short-Term Notes"). Subsequent to the sale of the Short-Term Notes,
on December 31, 1994, Mr. Lenz exchanged $3,370,000 of principal amount
of the Short-Term Notes for 337 shares of the Company's Series III
Preferred Stock. On September 2, 1994, Mr. Lenz acquired 26 shares of
Series III Preferred Stock in exchange for $260,000 of principal amount
of Short-Term Notes. In addition, on December 30, 1994, Mr. Lenz acquired
20 shares of Series III Preferred Stock for $200,000 in cash. The shares
of Series III Preferred Stock are convertible into shares of Common Stock,
preferred stock or other capital instrument of the Company or the Bank
with a fair market value equal to the stated value of the shares (i.e.,
$10,000 per share). The shares of Series I, Series II and III Preferred
Stock and the contingent Warrant were purchased with Mr. Lenz's personal
funds.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisitions of the above-described securities were effected to
recapitalize the Bank.
Page 3 of 4 pages
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CBC Bancorp, Inc.
Schedule 13D/A
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) Mr. Lenz owns 1,813,507 shares of Common Stock of Bancorp,
or 90 %, of the total number of shares of Common Stock outstanding. The
number of shares does not include the conversion of the Convertible
Capital Notes or the Series I Preferred Stock or the exercise of the
contingent Warrant.
Page 3 of 5 Pages
(b) Mr. Lenz has the sole power to vote and dispose of the
shares of Common Stock and the convertible securities that he owns.
(c) See Response to Item.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE COMPANY.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Material
A Power of Attorney, dated August 13, 1998
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.
Dated: August 14, 1998 By: /s/Randolph W. Lenz
_______________________________
RANDOLPH W. LENZ
By: /s/Thomas S. Gallagher, Esq.
________________________________
By: Thomas S. Gallagher, Esq.
Attorney-in-Fact
Pursuant to Power of Attorney,
dated August 13, 1998
(attached as Exhibit A to Mr. Lenz's
Schedule 13D Amendment No. 1 for
Terex Corporation, dated August 14,
1998.
Page 4 of 4 Pages
