LAKELAND BANCORP INC
SC 13G, 1999-01-28
STATE COMMERCIAL BANKS
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<PAGE>

                                 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 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 1 of 5 pages
<PAGE>
 
 
=============================================================================== 

      NAMES OF REPORTING PERSON.
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                                                                                
                                John W. Fredericks
                                
                                ###-##-####
                          
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
                                                                (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

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

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5                                                       
     NUMBER OF                  135,392
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER  333,806 - includes 117,994 
   BENEFICIALLY      6    owned by Jane Fredericks, wife of John W. Fredericks,
                          117,816 shares owned by John W. Fredericks,
     OWNED BY             Jane Fredericks, Mark Fredericks Trust Fredericks
                          Fuel & Heating and 97,996 shares owned by Edward
       EACH               J. Fredericks, John W. Fredericks Trustees U/Wilbur
                          Fredericks Trust
                   -----------------------------------------------------------
    REPORTING             SOLE DISPOSITIVE POWER
                     7       
      PERSON                                     
                                
       WITH                         135,392
              
                   -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
                     8       
                          See Box 6

- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9                           
                          469,198

- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10    
                                                                    [_]
 
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11           
                        5.51%

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

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

 

                               Page 2 of 5 pages


<PAGE>

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 Persons, 
        Etc. - Rows (5) through (9) inclusive, an (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 meeting 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 any member of the public.


                               Page 3 of 5 pages


<PAGE>
 
                             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 calender 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 (S)240.13d-1(b)(1)(ii)(F)

     (g) [_]  Parent Holding Company in accordance with (S)240.13d-1(b)
              (ii)(G) (Note:  See Item 7)

     (h) [_]  Group, in accordance with (S)240.13d-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:            469,198

     (b)  Percent of class:                       5.51%





                               Page 4 of 5 pages
<PAGE>
 
     (i)   Sole power to vote or to direct                           *135,392
     (ii)  Shared power to vote or to direct the vote               **333,806
     (iii) sole power to dispose or to direct the disposition of     *135,392
     (iv)  shared power to dispose or to direct the disposition of  **333,806

Instruction: For computations regarding securities which represent a right 
to acquire an underlying security see Rule 13d-3(d)(1).

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 the employee benefit plan, pension fund or endowment fund is not 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 a 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 is
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.

 *Shares owned solely by John W. Fredericks                1/15/99
  135,392                                     ----------------------------------
**Shares owned solely by Jane D. Fredericks,                Date
  wife of John W. Fredericks 117,994
**Shares owned by John W. Fredericks,
  Edward Fredericks U/W Wilbur Fredericks             /s/ John W. Fredericks
  Trust 97,996                                ----------------------------------
**Shares owned by John W. Fredericks,                     Signature
  Jane D. Fredericks, Mark Fredericks,
  Trust for Fredericks
  Fuel & Heating 117,816                         John W. Fredericks, President
                                              ----------------------------------
                                                          Name/Title



                               Page 5 of 5 pages


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