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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)<F>1
SHORELINE FINANCIAL CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
825190-10-1
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(CUSIP Number)
DECEMBER 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
<F1> 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.
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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.
The filing of this Schedule shall not be construed as an admission by
Shoreline Bank that it is, for purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, or for any other purposes, the beneficial
owner of any securities covered by this schedule.
Page 1 of 4 pages
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CUSIP No. 825190-10-1 13G Page 2 of 4 Pages
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(1) Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Shoreline Bank
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(2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Benton Harbor, Michigan
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Number of (5) Sole Voting Power 936,358.1 shares
Shares ----------------------------------------------------
Beneficially
Owned by (6) Shared Voting Power 0
Each ----------------------------------------------------
Reporting
Person (7) Sole Dispositive Power 378,800.5 shares
With ----------------------------------------------------
(8) Shared Dispositive Power 246,100.1 shares
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,165,562.1 shares
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares<F*> [ ]
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(11) Percent of Class Represented by Amount in Row 9
12.9%
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(12) Type of Reporting Person<F*>
BK
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Securities and Exchange Commission
Schedule 13G
Page 3 of 4 pages
ITEM 1(A). NAME OF ISSUER:
Shoreline Financial Corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
823 Riverview Drive
Benton Harbor, Michigan 49022
ITEM 2(A). NAME OF PERSON FILING:
Shoreline Bank
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
823 Riverview Drive
Benton Harbor, Michigan 49022
ITEM 2(C). CITIZENSHIP:
State of Michigan, United States of America
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
825190-10-1
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-
2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act;
(b) [X] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
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(e) [ ] Investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(f) [ ] Employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] Parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] Savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] Church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box: [ ]
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Securities and Exchange Commission
Schedule 13G
Page 4 of 4 pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: 1,165,562.1 shares
(b) Percent of Class: 12.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct
the vote 936,358.1 shares
(ii) Shared power to vote or to direct
the vote 0 shares
(iii) Sole power to dispose or to direct
the disposition of 378,800.5 shares
(iv) Shared power to dispose or to direct
the disposition of 246,100.1 shares
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 MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
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ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
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.
February 15, 1999
Shoreline Bank
/S/GARRY KEMPKER
Garry Kempker
First Vice President and Trust
Officer
