<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
Suburban Bancorporation, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
864348 10 7
--------------------------------------
(CUSIP Number)
* 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 the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 9 pages
<PAGE>
CUSIP NO. 864348 10 7 13G PAGE 1 OF 9 PAGES
- -------------------- ----------------------
<TABLE>
<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSON: Suburban Bancorporation, Inc. Employee
Stock Ownership Plan
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
31-1385530
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Ohio
NUMBER OF 5 SOLE VOTING POWER 0
SHARES ---
BENEFICIALLY 6 SHARED VOTING POWER 120,282
OWNED BY -------
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING ---
PERSON 8 SHARED DISPOSITIVE POWER 120,282
WITH -------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,282
-------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.1%
---
12 TYPE OF REPORTING PERSON *
EP
</TABLE>
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 864348 10 7 13G PAGE 1 OF 9 PAGES
- ----------------------- -----------------
<TABLE>
<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSON: Robert V. Barnes
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER 39,392
SHARES ------
BENEFICIALLY 6 SHARED VOTING POWER 145,381
OWNED BY -------
EACH 7 SOLE DISPOSITIVE POWER 39,392
REPORTING ------
PERSON 8 SHARED DISPOSITIVE POWER 120,282
WITH -------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,773
-------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.5 %
----
12 TYPE OF REPORTING PERSON *
IN
</TABLE>
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 864348 10 7 13G PAGE 1 OF 9 PAGES
- ----------------------- -----------------
<TABLE>
<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSON: Robert Baron
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER 29,886
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 145,381
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 29,886
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 120,282
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,267
-------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.9 %
----
12 TYPE OF REPORTING PERSON *
IN
</TABLE>
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 864348 10 7 13G PAGE 1 OF 9 PAGES
- ----------------------- -----------------
<TABLE>
<CAPTION>
<S> <C>
1 NAME OF REPORTING PERSON: William Frary
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER 10,386
SHARES ------
BENEFICIALLY 6 SHARED VOTING POWER 145,381
OWNED BY -------
EACH 7 SOLE DISPOSITIVE POWER 10,386
REPORTING ------
PERSON 8 SHARED DISPOSITIVE POWER 120,282
WITH -------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,767
-------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6 %
----
12 TYPE OF REPORTING PERSON *
IN
</TABLE>
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
PAGE 6 OF 9 PAGES
-----------------
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(A) NAME OF ISSUER.
Suburban Bancorporation, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
10869 Montgomery Road
Cincinnati, Ohio 45242
ITEM 2(A) NAME OF PERSON(S) FILING.
Suburban Bancorporation, Inc. Employee Stock Ownership Plan ("ESOP"), and
the following individuals who serve as trustees of the trust established under
the ESOP: Robert V. Barnes, Robert Baron, and William Frary.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(C) CITIZENSHIP.
See Row 4 of the second part of the cover page provided for each reporting
person.
ITEM 2(D) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
ITEM 2(E) CUSIP NUMBER.
See the upper left corner of the second part of the cover page provided for
each reporting person.
ITEM 3. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(h) [x] Group, in accordance with Rule 13d-1(b)(l)(ii)(H).
Item (a) (b) (c) (d) (e) (g) - not applicable.
<PAGE>
PAGE 7 OF 9 PAGES
-----------------
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second part of the cover
page provided for each reporting person.*
(b) Percent of Class: See Row 11 of the second part of the cover page
provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the cover page provided
for each reporting person.
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: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Pursuant to Section 13.7 of the ESOP, Suburban Bancorporation, Inc. has the
power to direct the receipt of dividends on shares held in the ESOP trust.
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.
This Schedule 13G is being filed on behalf of the ESOP identified in Item
2(a), filing under the Item 3(f) classification, and by each trustee of the
trust established pursuant to the ESOP, filing under the Item 3(h)
classification. Exhibit A contains a disclosure of the voting and dispositive
powers over shares of the issuer held directly by these entities.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
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 purpose or effect.
- --------------------------
4(a) Please note that the Reporting Person Robert V. Barnes has disclaimed
the beneficial ownership of 3,300 shares owned by his wife.
<PAGE>
PAGE 8 OF 9 PAGES
-----------------
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.
SUBURBAN BANCORPORATION, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
By Its Trustees:
/s/ Robert V. Barnes January 30, 1997
--------------------------- ----------------
Robert V. Barnes, a Trustee Date
/s/ Robert Baron January 30, 1997
------------------------ ----------------
Robert Baron, as Trustee Date
/s/ William Frary February 3, 1997
------------------------- ----------------
William Frary, as Trustee Date
/s/ Robert V. Barnes January 30, 1997
- ---------------------------------------------- ----------------
Robert V. Barnes, as an Individual Stockholder Date
/s/ Robert Baron January 30, 1997
- ------------------------------------------ ----------------
Robert Baron, as an Individual Stockholder Date
/s/ William Frary February 3, 1997
- ------------------------------------------- ----------------
William Frary, as an Individual Stockholder Date
<PAGE>
PAGE 9 OF 9 PAGES
-----------------
Exhibit A
- ---------
Identification of Members of Group
----------------------------------
The trustees of the ESOP hold shares of common stock of the issuer in trust
for the benefit of employees participating in the ESOP. Pursuant to Section
13.6 of the ESOP, (i) the trustees vote common stock allocated to participant
accounts in accordance with instructions by participants, (ii) shares of common
stock of the issuer which have not been allocated and allocated stock for which
no voting direction has been received shall be voted by the trustee in the same
proportion that participants direct the voting of allocated shares, and (iii) if
no voting direction has been received as to allocated shares, the issuer may
direct the trustees as to the voting of unallocated shares, and if the issuer
gives no direction, the trustees shall vote such shares in their sole
discretion. Pursuant to Section 13.3 of the ESOP, the trustees exercise
investment direction as directed by the issuer in its capacity as the ESOP
Committee. Overall, the trustees must exercise voting and dispositive power
with respect to the assets held by the ESOP, including common stock of the
issuer, in accordance with the fiduciary responsibility requirements imposed by
Section 404 of the Employee Retirement Income Security Act of 1974, as amended.
