SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
Name of Issuer: LAUREL CAPITAL GROUP INC.
Title of Class of Securities: Common Stock
CUSIP Number: 518629100
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications:
Suzanne Capellini
First Manhattan Co.
437 Madison Avenue
New York, NY 10022 212-756-3480
Date and Event which Requires
Filing of this Statement: N/A
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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting 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).
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>
CUSIP No. 518629100
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of above Person:
First Save Associates, L.P. IRS # 13-3329033
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): WC
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: New Jersey
Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: 86,730
8) Shared Voting Power: 0
9) Sole Dispositive Power: 86,730
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned
by Each Reporting Person: 86,730
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions): [ ]
13) Percent of Class Represented by Amount in Row (11): 6.0%
14) Type of Reporting Person (See Instructions): PN
<PAGE>
CUSIP No. 518629100
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of above Person:
Second First Save Associates, L.P. IRS # 13-3367940
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): WC
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: New Jersey
Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: 48,716
8) Shared Voting Power: 0
9) Sole Dispositive Power: 48,716
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 48,716
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions): [ ]
13) Percent of Class Represented by Amount in Row (11): 3.4 %
14) Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 518629100
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of above Person:
*First Manhattan Co. IRS #13-1957714
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): WC
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: New York
Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: N/A Pursuant to Instruction C
8) Shared Voting Power: N/A Pursuant to Instruction C
9) Sole Dispositive Power: N/A Pursuant to Instruction C
10) Shared Dispositive Power: N/A Pursuant to Instruction C
11) Aggregate Amount Beneficially
Owned by Each Reporting Person: N/A Pursuant to Instruction C
12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions):[ ] N/A Pursuant to Instruction C
13) Percent of Class Represented by
Amount in Row (11): N/A Pursuant to Instruction C
14) Type of Reporting Person (See Instructions)
N/A Pursuant to Instruction C
*Included as required by Instruction C. First Manhattan Co. is General Partner
of both First Save Associates, L.P. and Second First Save Associates, L.P.
<PAGE>
CUSIP No. 518629100
Item 1. Security and Issuer
This statement relates to the common stock, $.01 par value, of
LAUREL CAPITAL GROUP INC., 2724 HARTS RUN ROAD, ALLISON PARK, PA 15101
Item 2. Identity and Background
a) Name (b) Business (c) Principal (d) (e)
Address Occupation
1) First Save c/o First Manhattan Co. Investment in No No
Associates, L.P. 437 Madison Ave. bank securities
NY, NY 10022
2)Second First Save c/o First Manhattan Co. Investment in No No
Associates, L.P. 437 Madison Avenue bank securities
NY, NY 10022
3) First Manhattan Co. 437 Madison Avenue Investment No No
NY, NY 10022 Adviser
Item 3. Source and Amount of Funds or Other Consideration
$330,685.18 Acquired from partnership working capital
of First Save Associates, L.P.
$296,612.13 Acquired from partnership working capital
of Second First Save Associates, L.P.
Item 4. Purpose of Transaction
The securities were acquired solely for investment purposes.
Item 5. Interest in Securities of the Issuer
a) 86,730 shares; 6.0% by First Save Associates, L.P.
48,716 shares; 3.4% by Second First Save Associates, L.P.
b) Voting and Dispositive Power With Respect To Securities of the Issuer:
First Save Associates, L.P.
sole voting power: 86,730 shares
sole dispositive power: 86,730 shares
Second First Save Associates, L.P.
sole voting power: 48,716 shares
sole dispositive power: 48,716 shares
c) First Save Associates, L.P. effected the following purchase transactions in
LAUREL CAPITAL GROUP INC. during the past sixty (60) days:
Amt. of Price Where
Trade Date Securities Per Share Transacted
Not Applicable
<PAGE>
CUSIP No. 518629100
Second First Save Associates, L.P. effected the following purchase
transactions in LAUREL CAPITAL GROUP INC. during the past sixty (60) days:
Amt. of Price Where
Trade Date Securities Per Share Transacted
Not Applicable
d) N/A
e) N/A
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the Issuer.
First Manhattan Co. is a registered investment adviser and the general partner
of both First Save Associates, L.P. and Second First Save Associates, L.P. As of
December 31, 1996, First Manhattan Co. is including in its annual Form 13G
filings the securities held in the accounts of First Save Associates, L.P. and
Second First Save Associates, L.P. Accordingly, First Manhattan Co. will no
longer maintain separate Form 13D filings for such positions held in the
accounts of First Save Associates, L.P. and Second First Save Associates, L.P.
Item 7. Material to be Filed as Exhibits
None
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.
First Save Associates, L.P.
Second First Save Associates, L.P.
by: First Manhattan Co., General Partner
/s/ Neal K. Stearns
General Partner
Date: 8/20/97
