LAKELAND BANCORP INC
SC 13G, 1998-02-04
STATE COMMERCIAL BANKS
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                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                    SCHEDULE 13G

                     Under the Securities Exchange Act of 1934
                              (Amendment No ______)*

                            Lakeland Bancorp, Inc.
- --------------------------------------------------------------------------------
                                 (Name of Issuer)

                                 Common Stock
- --------------------------------------------------------------------------------
                          (Title of Class of Securities)

                                   511637100
                     ----------------------------------------
                                (CUSIP Number)


Check the following box if a fee is being paid with this statement [_]. (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 
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 1 of 6 pages
<PAGE>
 
CUSIP No._____________________    13G                        Page __ of __ Pages


- --------------------------------------------------------------------------------
1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
                        Robert B. Nicholson
                        ###-##-####

- --------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            
                                                                (a) [_]

                                                                (b) [_]


- --------------------------------------------------------------------------------
3  SEC USE ONLY





- --------------------------------------------------------------------------------
4  CITIZENSHIP OR PLACE OF ORGANIZATION
        
                        United States
        


- --------------------------------------------------------------------------------
  NUMBER OF     5  SOLE VOTING POWER
   SHARES 
BENEFICIALLY                            99,691            
  OWNED BY 
    EACH        ----------------------------------------------------------------
  REPORTING     6  SHARED VOTING POWER   71,563 which includes 46,922 owned by
   PERSON          Shirley M. Nicholson, wife of Robert B. Nicholson, 5,038 
    WITH           shares held by Robert Nicholson, III, son of Robert B. 
                   Nicholson, and 19,603 owned by Eastern Propane Corp. Ret. 
                   Plan, Company owned by Robert B. Nicholson.
                ----------------------------------------------------------------
                7  SOLE DISPOSITIVE POWER
        
                                        99,691            

                ----------------------------------------------------------------
                8  SHARED DISPOSITIVE POWER

                                        See box 6         

- --------------------------------------------------------------------------------
9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                171,254 


- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
        
                


- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                4.80%   


- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*

                                IN      


- --------------------------------------------------------------------------------
                     *SEE INSTRUCTION BEFORE FILLING OUT!


                                  Page 2 of 6 pages
<PAGE>
 
                         INSTRUCTIONS FOR SCHEDULE 13G

Instructions for Cover Page

(1)   Names and Social Security Numbers of Reporting Persons-Furnish the full
      legal name of each person for whom the report is filed -- i.e., each
      person required to sign the schedule itself -- including each member of a
      group. Do not include the name of a person required to  be identified in
      the report but who is not a reporting person. Reporting persons are also
      requested to furnish their Social Security or I.R.S. identification 
      numbers, although disclosure of such numbers is voluntary, not mandatory
      (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G," below).

(2)   If any of the shares beneficially owned by a reporting person are held as
      a member of a group and such membership is expressly affirmed, please
      check row 2(a). If the membership in a group is disclaimed or the
      reporting person describes a relationship with other persons but does not
      affirm the existence of a group, please check row 2(b) [unless a joint
      filing pursuant to Rule 13d-1(e)(1) in which case it may not be necessary
      to check row 2(b)].

(3)   The third row is for SEC internal use; please leave blank.

(4)   Citizenship or Place of Organization -- Furnish Citizenship if the named
      reporting person is a natural person. Otherwise, furnish place of
      organization.

(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person, Etc.
      -- Rows (5) through (9) inclusive, and (11) are to be completed in
      accordance with the provisions of Item 4 of Schedule 13G. All percentages
      are to be rounded off to the nearest tenth (one place after decimal
      point).

(10)  Check if the aggregate amount reported as beneficially owned in row (9)
      does not include shares as to which beneficial ownership is disclaimed
      pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange
      Act of 1934.

(12)  Type of Reporting Person -- Please classify each "reporting person"
      according to the following breakdown (see Item 3 of Schedule 13G) and
      place the appropriate symbol on the form:

                Category                      Symbol
        Broker Dealer                           BD
        Bank                                    BK
        Insurance Company                       IC
        Investment Company                      IV
        Investment Adviser                      IA
        Employee Benefit Plan, Pension Fund, 
          or Endowment Fund                     EP
        Parent Holding Company                  HC
        Corporation                             CO
        Partnership                             PN
        Individual                              IN
        Other                                   OO

Notes:
  Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
  Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to
an item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for purposes
of Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
  Reporting persons may comply with their cover page filing requirements by 
filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the 
documents filed have identical formats to the forms prescribed in the 
Commission's regulations and meet existing Securities Exchange Act rules as to 
such matters as clarity and size (Securities Exchange Act Rule 12b-12).

             SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

  Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit 
the information required to be supplied by this schedule by certain security 
holders of certain issuers. 
  Disclosure of the information specified in this schedule is mandatory, except 
for Social Security or I.R.S. identification numbers, disclosure of which is 
voluntary. The information will be used for the primary purpose of determining 
and disclosing the holdings of certain beneficial owners of certain equity 
securities. This statement will be made a matter of public record. Therefore, 
any information given will be available for inspection by any member of the 
public.

                               Page 3 of 6 pages
<PAGE>
 
  Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. Social Security or I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
  Failure to disclose the information requested by this schedule, except for
Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.

                             GENERAL INSTRUCTIONS

A.  Statements containing the information required by this schedule shall be
    filed not later than February 14 following the calendar year covered by the
    statement or within the time specified in Rule 13d-1(b)(2), if applicable.

B.  Information contained in a form which is required to be filed by rules under
    section 13(f)(15 U.S.C. 78m(f)) for the same calendar year as that covered
    by a statement on this schedule may be incorporated by reference in response
    to any of the items of this schedule. If such information is incorporated by
    reference in this schedule, copies of the relevant pages of such form shall
    be filed as an exhibit to this schedule.

C.  The item numbers and captions of the items shall be included but the text of
    the items is to be omitted. The answers to the items shall be so prepared as
    to indicate clearly the coverage of the items without referring to the text
    of the items. Answer every item. If an item is inapplicable or the answer is
    in the negative, so state.

Item 1.

  (a)   Name of Issuer                  Lakeland Bancorp, Inc.

  (b)   Address of Issuer's Principal Executive Offices     250 Oak Ridge Road
                                                            Oak Ridge, NJ 07438

Item 2.

  (a)   Name of Person Filing

  (b)   Address of Principal Business Office or, if none, Residence

  (c)   Citizenship             United States

  (d)   Title of Class of Securities            Common

  (e)   CUSIP Number                            511637100

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 
check whether the person filing is a:

  (a)   [_]  Broker or Dealer registered under Section 15 of the Act

  (b)   [_]  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

  (e)   [_]  Investment Adviser registered under section 203 of the Investment 
             Advisers Act of 1940

  (f)   [_]  Employee Benefit Plan.  Pension Fund which is subject to the 
             provisions of the Employee Retirement Income Security Act of 1974
             or Endowment Fund; see SS240.13d-1(b)(1)(ii)(F)
  
  (g)   [_]  Parent Holding Company, in accordance with SS240.13d-1(b)(ii)(G) 
             (Note: See Item 7)

  (h)   [_]  Group, in accordance with SS240.13d-1(b)(1)(ii)(H)

Item 4. Ownership

        If the percent of the class owned, as of December 31 of the year covered
by the statement, or as of the last day of any month described in Rule 
13d-1(b)(2), if applicable, exceeds five percent, provide the following 
information as of that date and identify those shares which there is a right to 
acquire.

  (a)   Amount Beneficially Owned               171,254

  (b)   Percent of Class                          4.80%



                               Page 4 of 6 pages
<PAGE>
 
(c) Number of shares as to which such person has:

        (i)  sole power to vote or to direct the vote                  * 171,254
       (ii)  shared power to vote or to direct the vote               **  71,563
      (iii)  sole power to dispose or to direct the disposition of     * 171,254
       (iv)  shared power to dispose or to direct the disposition of  **  71,563

Instruction: For computations regarding securities which represent a right to 
             acquire an underlying security see Rule 13d-3(d)(I).

Item 5. Ownership of Five Percent or Less of a Class

        If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [_].

Instruction: Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

        If any other person is known to have the right to receive or the power
to direct the receipt of dividends from; or the proceeds from the sale of, such
securities; a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is nor required.

Not Applicable


Item 7. Identification and Classification of the Subsidiary Which Acquired the 
Security Being Reported on By the Parent Holding Company

        If a parent holding Company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.

Not Applicable

Item 8. Identification and Classification of Members of the Group

        If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so 
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3 
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.

Not Applicable

Item 9. Notice of Dissolution of Group 

        Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

Not Applicable

Item 10. Certification

        The following certification shall be included if the statement if filed 
pursuant to Rule 13d-1(b):
        By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes 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.

*  Solely owned by Robert B. Nicholson -       99,691 
** Includes shares held by Shirley M. Nicholson, 
   wife of Robert B. Nicholson -               46,922 
   Shares owned by Robert B. Nicholson, III,
   son of Robert B. Nicholson -                 5,038 
   and shares held by Eastern Propane, Inc. 
   Ret. Plan - Company owned by Robert B. 
   Nicholson                                   19,603


                                                        1/23/98
                                      ------------------------------------------
                                                          Date


                                      /s/ Robert B. Nicholson
                                      ------------------------------------------
                                                        Signature

                                      Robert B. Nicholson, Chairman of the Board
                                      ------------------------------------------
                                                        Name/ Title




                               Page 5 of 6 pages
<PAGE>
 
If the statement is signed on behalf of a person by his authorized 
representative other than an executive officer or general partner of the filing 
person, evidence of the representative's authority to sign on behalf of such 
person shall be filed with the statement, provided, however, that a power of 
attorney for this purpose which is already on file with the Commission may be 
incorporated by reference. The name and any title of each person who signs the 
statement shall be typed or printed beneath his signature.


Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. 

        Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)


                               Page 6 of 6 pages


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